ROSE – Issue of equity and Board Changes

Rose Petroleum plc (AIM: ROSE), the AIM-quoted natural resources business, provides an update on the subscription for 25,000,000 new ordinary shares in the Company, as announced on 11 April 2019, and the Board composition.

Highlights

·    £300,000 raised, before expenses, through a direct subscription with the Company from Origin Creek Energy LLC (“OCE”) for 25,000,000 new ordinary shares in the Company at 1.2p per share (the “Fundraise”);

·    OCE is an investment firm focused on foundational public and private investments in the onshore U.S. upstream sector, primarily in the D-J and Marcellus basins;

·    The Fundraise replaces, at a premium, the subscription by Robert Bensh for 25,000,000 new ordinary shares that was announced on 11 April 2019 and which has now been cancelled;

·    Robert Bensh has left the Rose Board with immediate effect;

·    Colin Harrington, who is currently Chief Executive Officer of OCE and has decades of U.S. onshore oil and gas experience, will be joining the Rose Board as Executive Chairman.

The Fundraise

Rose has raised £300,000, before expenses, via a subscription by OCE for 25,000,000 new ordinary shares (the “New Ordinary Shares”) at a price of 1.2 pence per share. The New Ordinary Shares will be issued using the Company’s existing share authorities and will rank pari-passu with the existing ordinary shares of 0.1p each in the Company (“Ordinary Shares”). 

The proceeds of the Fundraise will be used for general corporate purposes including the appraisal of identified investment opportunities within the Company’s current portfolio of business development projects.

Settlement of the Fundraise is expected to take place by 24 May 2019.  Once the funds have been received by the Company, the Company will proceed to issue the New Ordinary Shares and make application to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM (“Admission”). A further announcement will be made at that time.

No new Ordinary Shares were issued pursuant to the fundraising announced on 11 April 2019 which has now been cancelled, as explained further below.

The Fundraise is conditional, among other things, upon Admission becoming effective. Following Admission, the issued share capital of the Company will comprise 168,413,940 Ordinary Shares with one voting right per share.

Following Admission, OCE will have an interest in 25,000,000 Ordinary Shares, equivalent to 14.84% of the Company’s enlarged issued share capital.

Directorate changes

On 11 April 2019, the Company announced the appointment of Robert Bensh to the Board as Executive Chairman, with immediate effect. Since then, Mr Bensh has not met the full terms of his irrevocable subscription commitment to the Company announced on 11 April 2019 and therefore that subscription has now been cancelled. As a direct result of this Mr Bensh’s position as Executive Chairman of the Company has become untenable and he has therefore left the Board with immediate effect.

The Company is delighted to announce that Mr Colin Harrington, Chief Executive of OCE, will be joining the Company’s Board as Executive Chairman, subject to completion of the regulatory due diligence process.

OCE makes $2-$20 million foundational investments in the domestic US energy sector.  The firm’s capital is provided by its partners and two affiliated family offices.  As CEO of OCE, Colin spearheaded the firm’s efforts to originate and build value from existing upstream investments in the Rockies and Marcellus regions.

Colin began his career in energy finance in 1998, and previously worked in New York, London, Washington DC and San Francisco. In addition to his banking and investment management experience, he founded several companies focused on both the traditional and alternative energy sectors.

Prior to founding OCE, Colin was Managing Partner of the Wellford Energy Group and former CEO of Wellford Capital Markets, a FINRA-registered broker dealer. Prior to Wellford, Mr. Harrington was Senior Vice President of Energy Investment Banking at FBR Group in San Francisco.

Colin holds an MBA from the Wharton School and was a Hansard Scholar at the London School of Economics.

Matthew Idiens, CEO, Rose Petroleum plc, said: “I am delighted to welcome OCE as significant shareholders in the Company and I look forward to Colin Harrington joining the Board as Executive Chairman. I believe that Colin’s extensive regional and operational expertise will be of great value to Rose as we look to optimise our portfolio and unlock additional opportunities in the upcoming months.”

Colin Harrington, Executive Chairman designate of Rose Petroleum plc, said: “Origin Creek’s mandate is to provide capital, guidance and a deep network of relationships to the companies in which we choose to invest.  I am very excited about the opportunity to join the Rose Board at this pivotal stage in the Company’s development, and I look forward to working with Matt and the team in delivering value to shareholders.