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Proactive Investors - Reabold Resources Plc (LON:RBDR), the AIM-quoted investing company with a portfolio of upstream oil and gas projects, said it has completed the acquisition of Simwell Resources Limited.
Simwell Resources holds interests in four North Sea licences, including one operated by Shell (LON:RDSa) PLC that has some near-term promise. It owns 30% of licence P2332 which is operated by Shell and is positioned adjacent to the licence hosting the Pensacola well – where Shell and AIM-quoted Deltic Energy are testing a significant gas target.
As well as the Shell partnership, Simwell also holds 10% interests in three North Sea licences operated by Horizon Energy Partners. These exploration assets were the subject of a 3D seismic survey in 2019, identifying multiple prospects.
Under the terms of the share purchase agreement (SPA), the initial consideration was subject to adjustment to take into account certain expenses incurred by Simwell in the period in between signing the SPA and completion of the transaction.
Accordingly, the breakdown of the consideration payable and the repayment of liabilities under the transaction has been adjusted and is: (i) £363,835.76, by way of initial consideration, to be satisfied through the issue of 134,753,985 new Reabold ordinary shares; (ii) £305,157.71 to certain Simwell creditors to be satisfied by the issue of 113,021,374 new ordinary shares; and (iii) the cash sum of £ 373,398.36 payable to certain Simwell creditors.
The deferred consideration to be paid remains as set out in the company's announcement of 28 September 2022 which stated that a further contingent payment of £150,000 will be payable to the sellers, paid in shares, if Shell commits to drill a well with a defined work programme.
Application has been made for admission of the 134,753,985 initial consideration shares and the 113,021,374 creditor shares to trading on AIM and it is expected that admission will occur at 8.00am on or around 4 January 2023.
The new ordinary shares will rank pari passu with the company's existing ordinary shares. Following admission, the total issued share capital of the company will consist of 9,177,387,909 ordinary shares each with voting rights.