FRONTERA RESOURCES CORPORATION
(“Frontera” or the “Company”)
Houston, Texas, U.S.A.
6 May 2015
Subscription to raise £2.8 million
Notice of General Meeting
Frontera Resources Corporation (AIM: FRR), an independent oil and gas exploration and production company, today announces that it has conditionally raised, in aggregate, gross proceeds of £2.8 million (approximately US$4.3 million) by way of a subscription for 350,000,000 new ordinary shares of US$0.00004 each (the “Subscription Shares”), at a price of 0.8 pence per ordinary share (the “Subscription Price”) with certain institutional investors (the “Subscription”). The Subscription Price represents a discount of approximately 13.5 per cent. to the closing mid-market price of 0.925 pence per ordinary share on 5 May 2015, being the last business day prior to the announcement of the Subscription.
The funds raised pursuant to the Subscription will be used to accelerate the Company’s operations at its Mtsare Khevi Gas Complex and Taribani Field assets, situated within its portfolio in the country of Georgia. Specifically, funds raised will support production, drilling and workover programmes and technical studies associated with work outlined in the Company’s recent announcements dated 20 April 2015 and 5 May 2015. (The 20 April 2015 and 5 May 2015 announcements can be accessed at the Company’s website: www.fronteraresources.com.) The additional capital raised pursuant to the Subscription are expected to result in increased production and associated revenues from these areas in 2015 and 2016.
The Company’s issued share capital currently comprises 2,909,342,823 ordinary shares of a nominal value of US$0.00004 each (“Ordinary Shares”) and the Company currently has an authorised share capital of US$120,000, divided into 3,000,000,000 Ordinary Shares. In order to issue the Subscription Shares as well as providing additional ongoing headroom, the Company is proposing to increase its authorised share capital as set out in the Company’s Memorandum of Association to US$174,000, divided into 4,350,000,000 Ordinary Shares, and to amend its constitutional documents to reflect the proposed increase. Accordingly, the Subscription is conditional upon the passing of the resolutions to be proposed at a general meeting of the Company (the “GM”) to be held at 9:00 a.m. CST (3:00 p.m. BST) on 22 May 2015 at 3050 Post Oak Boulevard, 2nd floor, Post Oak Room, Houston, TX 77056 (the “Resolutions”) and admission of the Subscription Shares to trading on AIM (“Admission”).
Application will be made for the Subscription Shares to be admitted to trading on AIM, and it is currently expected that Admission will occur and trading in the Subscription Shares will commence on 26 May 2015, subject to approval of the Resolutions at the GM. Following Admission, the Subscription Shares will represent approximately 10.7 per cent of the Company’s then enlarged issued ordinary share capital. The Subscription Shares will be fully paid and will rank pari passu in all respects with the Company’s existing Ordinary Shares.
A circular to convene the GM has been sent out to shareholders today and a copy of the circular is available on the Company’s website at www.fronteraresources.com.
Steve C. Nicandros, Chairman and Chief Executive Officer, commented:
“As Frontera continues to advance its exciting work programmes at the Mtsare Khevi Gas Complex and Taribani Field, we remain focused to continue to increase production from these assets throughout the remainder of this year with our continued investments. Through this on-going investment in our operations, we are uniquely positioned to harvest accelerated near term value from the significant potential that our historical investments have identified.”
Frontera Resources Corporation
Vice President, Investor Relations and Corporate Communications
Cairn Financial Advisers LLP
61 Cheapside, London EC2V 6AX
Jo Turner/Avi Robinson
+44 (0) 20 7148 7900
Cornhill Capital Limited
Nick Bealer / Stefan Olivier
+44 (0) 207 710 9610
+44 (0) 20 7466 5000