Oil price, DEC, PetroTal, Zephyr, Borders & Southern. And finally…

WTI (Mar) $72.25 +40c, Brent (Apr) $76.04 +20c, Diff -$3,79 -16c.

USNG (Mar) $4.28 +27c, UKNG (Mar) 114.0p -6.15p, TTF (Mar) €47.1 -€2.255.

Oil price

Oil is remaining firm, mainly due to recent Ukraine activity in attacking the CPC pipeline which knocks out some 400,000 b/d of Kazakh crude oil. Elsewhere inventory numbers are around the same but natural gas is rising due to extremely cold weather in the south of the USA.

Diversified Energy Company

Diversified has today announced the pricing of its previously announced underwritten public offering of 8,500,000 ordinary shares at a public offering price of $14.50 per Share for total gross proceeds of approximately $123.3 million. The Offering is expected to settle on February 21, 2025, subject to customary closing conditions. In addition, Diversified has granted the underwriters a 30-day option to purchase up to an additional 850,000 ordinary shares at the public offering price, less underwriting discount.

Citigroup and Mizuho are acting as joint book-running managers and underwriters for the Offering. KeyBanc Capital Markets, Truist Securities, Jefferies and Raymond James are also acting as joint book-running managers and underwriters for the Offering. Johnson Rice & Company, Pickering Energy Partners, Stephens Inc. and Stifel are acting as co-managers and underwriters for the Offering.

The Company intends to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on January 27, 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes. The consummation of the Offering is not conditioned upon the completion of the Acquisition, and the completion of the Acquisition is not conditioned upon the consummation of the Offering.

A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2025 and became effective upon filing. Copies of the registration statement can be accessed through the SEC’s website free of charge at www.sec.gov. A preliminary prospectus supplement and an accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the Offering can be accessed through the SEC’s website free of charge at www.sec.gov or obtained free of charge from either of the joint book-running managers for the Offering: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email at US-ECM@mizuhogroup.com.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy our ordinary shares nor shall there be any sale of securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. 

In connection with the admission of the Shares to listing on the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (“Admission”), the Company intends to publish a prospectus as required under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Applications will be made to the FCA and LSE for Admission, and Admission is expected to become effective at 8:00 am (London time) on February 24, 2025. 

Post Transaction Report

In accordance with the Statement of Principles (November 2022) published by the Pre-Emption Group, Diversified announces the following post transaction report in connection with the Offering.

 Nothing much to add here as DEC raise some $123.3m at $14.50 per share as flagged recently and to pay down some debt expected to be incurred in the acquisition of Maverick Natural Resources announced on January 27th 2025. DEC remains in a strong position and its advisors are clearly beating a path to their door to raise the money…

PetroTal Corp

PetroTal has announced the results of its 2024 year-end reserve evaluation by Netherland, Sewell & Associates, Inc. (“NSAI”). All currency amounts are in United States dollars unless otherwise stated.

Highlights:

·    1P and 2P reserves of 67.1 million barrels of oil (“mmbbls”) and 113.7 mmbbls, respectively;

·    Replaced 293% and 208% of 1P and 2P reserves, respectively;

·    PDP reserve value per share increased 68% year-on-year, to $0.89 (C$1.22, or £0.68);

·    PDP and 1P reserve life index (“RLI”) increased to 7.0 years and 10.3 years, respectively, while 2P RLI is estimated at 17.5 years;

·    Bretana OOIP estimate increases to 494 mmbbls in the 2P case, compared to 329 mmbbls at PetroTal’s inception.

Manuel Pablo Zuniga-Pflucker, President and Chief Executive Officer, commented:

“PetroTal’s 2024 year-end reserves evaluation represents a satisfying conclusion to a successful year for the Company. Proven reserves for the Bretana oil field now exceed 60 million barrels. Including the 23 million barrels that the field has already produced to date, Bretana has quadrupled in size since we began our development program in 2018.

The intrinsic value of PetroTal’s reserve base has grown substantially as well – our Proven reserves are now worth more than $1.0 billion on a PV10 After Tax basis. This reflects strong returns on our invested capital, which have compounded as our development program has grown over the past few years. The Bretana field is a world-class asset; we are constantly looking for new ways to maximize its value, whether by optimizing the field development plan, or opening up new export routes for our product.

Block 131 and its adjacent TEA blocks are exciting additions to our portfolio, which we see as strong complements to the Bretana growth story. The Los Angeles field is already providing a preview of what’s to come with NSAI attributing an additional 13 million barrels of original oil in place (“OOIP”) compared to its pre-acquisition evaluation. We look forward to providing additional updates as 2025 progresses.” 

Yet again PetroTal has delivered another incredible set of 2P reserves, at 113.7m barrels it has replaced 208% and the Bretana field itself has proven reserves of in excess of 60m barrels, as CEO Manolo Zuniga says .it has quadrupled in size since the programme started in 2018. 

On a return basis this is an outstanding success, the new wells are delivering like never before and he is right to call it a world class asset, a monica overused in this day and age. With other recent additions to the portfolio opportunities exist to add to the huge amount of underlying value that the excellent management has already achieved. 

Once again I am reprising the interview I recently did with CEO Zuniga, well worth a look. 

Core Finance CEO Interview: Manuel Pablo Zúñiga-Pflücker of PetrolTalCore Finance CEO Interview: Manuel Pablo Zúñiga-Pflücker of PetrolTal

Summary of Year-End 2024 Reserves

The following tables summarize PetroTal’s key reserve information as at December 31, 2024, as presented in the reserves report prepared by NSAI, an independent qualified reserves evaluator. Reserve volumes are presented on PetroTal 100% working interest before royalty basis; in certain tables the columns may not add due to rounding differences.

PetroTal’s reserve estimates have been prepared in accordance with the standards contained in the most recent publication of the Canadian Oil and Gas Evaluation Handbook (the “COGEH”) and the reserve definitions contained in National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). In addition to the summary information disclosed in this announcement, more detailed information will be included in PetroTal’s annual information form for the year ended December 31, 2024 (the “AIF”) to be filed on SEDAR+ (www.sedarplus.ca) and posted on PetroTal’s website (www.petrotal-corp.com) in March 2025.

Year-End 2024 Crude Oil Reserves Summary – Gross, PetroTal 100% Working Interest (mmbbls)

Growth in Proved reserve categories is due to a relatively active development drilling program in 2024 (PetroTal drilled 7 development wells in 2024, compared to 3 wells in 2023), which converted significant volumes from Probable reserves to higher value Proved categories. Extended production history from existing wells also contributed to improved confidence in decline profiles. Reserves growth in the 2P and 3P categories is a result of updates to the Bretana field development plan, which incorporates 8 and 14 new development wells in the respective reserve categories. NSAI’s production forecasts include the ONP pipeline as a viable export route, facilitating additional export volumes beginning in 2027. However, PetroTal is actively pursuing options to re-commence pipeline exports by the end of 2025.

At the Los Angeles field (Block 131, PetroTal 100% working interest), NSAI attributed an additional 13 million barrels of OOIP compared to its pre-acquisition evaluation, based on PetroTal’s updated seismic and geological interpretation. This supported 1.5 million barrels of reserve additions in the 2P category.

Year-End 2024 Net Present Value Discounted at 10% – Before Tax ($ millions)

Year-End 2024 Net Present Value Discounted at 10% – After Tax ($ millions)

Five Year Crude Oil Price Forecast – NSAI Report

The oil price projections used by NSAI are based upon an average of December 31, 2024 and 2023 forecasts of Brent Crude futures prices prepared by three qualified reserves evaluators: GLJ Petroleum Consultants Ltd., McDaniel & Associates Consultants Ltd. and Sproule Associates Limited.

Net Present Value Summary

The following tables summarize NSAI’s estimates of future net revenue attributable to the reserve categories noted below, both before and after income taxes. It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to reserves estimated by NSAI represent the fair market value of those reserves.

1)        The estimated tax rate is 32%.

2)        Future net revenue after income taxes includes a 5% workers profit sharing deduction.

3)        These estimates are a simplification of current tax laws and were not prepared by a tax accountant or attorney.

Year-End 2024 Reserves Value Per Share – PV10 After Tax

The figures above represent the NPV-10 (after tax) of PetroTal’s consolidated reserves, divided by the number of common shares outstanding as of December 31 for the respective year. Canadian and GBP share prices are converted at the respective year end foreign exchange conversion rates.  Common shares outstanding at December 31, 2024 were 911.8 million shares and at December 31, 2023 were 912.3 million shares.

Future Development Costs

The following tables summarize future development costs deducted in the estimation of PetroTal’s future net revenue attributable to the reserve categories noted below. Future development costs are capital expenditures required in the future for the Company to convert proved undeveloped reserves, probable reserves and possible reserves to proved developed producing reserves.

The increase in future development cost estimates is primarily due to the inclusion of development expenditures for Block 131, and the incorporation of additional development wells in the Bretana field development plan (8 wells and 14 wells in the 2P and 3P development case, respectively). Future development cost estimates also include capitalized erosion control expenditures.

The future development costs are estimates of the future capital expenditures required to convert the corresponding reserves to PDP reserves.  Future development costs per bbl are determined using the future development capital divided by the 1P, 2P, or 3P reserves.

Reserve Life Index^(1-3)

(1)      2024 values based on 2024 year-end reserves divided by average 2024 production of 17,785 bopd.

(2)      The production license for Block 95 expires in 2041.

(3)      2023 values based on 2023 year-end reserves divided by average 2023 production of 14,248 bopd.

2024 Year-End Gross Reserves Reconciliation (mmbbls)

Updated Investor Presentation

PetroTal has updated its corporate investor presentation to reflect year-end 2024 reserves. Please visit https://petrotalcorp.com/investors/ for more information.

Zephyr Energy

Zephyr has confirmed that drilling operations at the State 36-2 LNW-CC-R well have been completed safely and successfully, with the well drilled to a total depth of 15,288 feet (measured depth).

The well trajectory of the extended lateral section (the “lateral”) was drilled as planned and correlated well with the existing 3D seismic data. 97% of the lateral was drilled within the Cane Creek reservoir section demonstrating the ability to accurately steer within the reservoir across a structurally complex play. Encouragingly, elevated mud gas levels with notable peaks were evident throughout the drilling of the Cane Creek reservoir.

Zephyr’s operations team is now preparing to run casing across the drilled section after which the Nabors rig will be demobilised from the site. Zephyr will then mobilise equipment for the completion and production testing of the reservoir zone.

Results from the production test on the well are expected to be announced by the end of March 2025.

So the well has started in good order with the lateral drilled within the Cane Creek reservoir section successfully, no easy task and in a ‘structurally complex play’ with 97% within the section. The elevated levels of mud gas are highly encouraging, and were present across the reservoir with multiple notable peaks – always a good sign.

The Zephyr operations team is now preparing to run casing across the drilled section after which the rig will be demobilised from the site after which the company will mobilise equipment for completion and testing of the reservoir zone. 

So we now have 4/6 weeks of waiting whilst the well is tested, after all this time the tomb will soon be opened up to the public and the Paradox Basin will be revealed…

Borders & Southern

Borders & Southern has announced it is carrying out a fundraising to raise approximately £1.86 million, before expenses, by way of the issue of approximately 39,200,000 new ordinary shares in the capital of the Company (the “Placing Shares”) at a price of 4.75 pence per new ordinary share (the “Placing Price”) to certain existing Shareholders and other investors (the “Placing”) as well as the proposed issue of approximately 3,000,000  new ordinary shares in the capital of the Company (the “Subscription Shares”) at the Placing Price to raise £140,000 (the “Subscription”). On 19 February 2025, being the latest practicable date prior to the publication of this Announcement, the Closing Price was 4.9 pence per Ordinary Share. The Placing Price represents a discount of approximately 3 per cent. to the Closing Price on 19 February 2025.

Under the terms of the Placing and the Subscription, the Company will also issue Warrants over new Ordinary Shares on the basis of one Warrant for every two Placing Shares or Subscription Shares issued pursuant to the Placing and the Subscription. Each Warrant will entitle the holder to subscribe for one new Ordinary Share at 10p per Ordinary Share at any time in the 18 months from the date of grant. The Warrants will not be listed on AIM or any other exchange. For the avoidance of doubt, Warrants will not be issued on the Retail Offer.

In addition to the Placing and the Subscription, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the “Retail Offer”, together with the Placing and the Subscription, the “Fundraising”) up to £0.2m for the Company at the Placing Price via the issue of further new Ordinary Shares (the “Retail Offer Shares”, together with the Placing Shares and Subscription Shares, the “New Ordinary Shares”). The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. No Warrants will be granted under the Retail Offer. The Placing and the Subscription are not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription. The launch of the Retail Offer will be announced separately following this announcement. The Retail Offer will conclude prior to the deadline for receipt of voting proxy forms in connection with the General Meeting.

The existing authorities to allot Ordinary Shares for cash and disapply pre-emption rights under section 551 and section 571 of the Act, which the Directors were granted at the Annual General Meeting of the Company held on 28 June 2024, are insufficient to allow the expected total number of New Ordinary Shares to be issued pursuant to the Fundraising. Accordingly, the Fundraising is subject to sufficient further authority to issue and allot the New Ordinary Shares on a non-pre-emptive basis being granted by Shareholders at the General Meeting and is therefore conditional, inter alia, on the passing of the Resolutions by the Shareholders at the General Meeting which will be proposed in the coming days and is expected to be held on or around 18 March 2025.

A circular containing, inter alia, further details of the Fundraising and a notice convening the General Meeting in order to pass the Resolutions (the “Circular”), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be notified and made available on the Company’s website at https://bordersandsouthern.com/.

General Meeting

The Fundraising is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting. Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for Admission of the New Ordinary Shares. Subject inter alia to the passing of the Resolutions, is expected that Admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence on or around 20 March 2025.

Use of Proceeds

The proceeds of the Fundraising will be used to fund the Company’s Licence fees, Discovery Area fees, technical and commercial studies, general & administrative expenses and, more generally, to advance the Company’s Darwin project towards appraisal of the Darwin discovery.

Placing and Subscription Details

·    Allotment of New Ordinary Shares to raise approximately £2.2 million (before expenses).

·    Placing to be conducted via an accelerated bookbuild process launching today, subject to the Terms and Conditions set out in Appendix III to this Announcement.

·    The Placing Shares and the Subscription Shares are being issued conditional upon the passing of the Resolutions.

·    The Placing Shares and the Subscription Shares, assuming full take-up of the Placing and the Subscription, will represent approximately 5.1 per cent. of the Enlarged Share Capital.

The Placing and the Subscription

The Placing is being conducted by Zeus Capital Limited (“Zeus”), H & P Advisory Limited (“H&P”) (together, the “Joint Bookrunners”). A placing agreement has been entered into between the Company, Zeus and H&P in connection with the Placing (the “Placing Agreement”).

The Placing Shares are being offered by way of an accelerated bookbuild (the “Accelerated Bookbuild”), which will open with immediate effect following the release of this Announcement, in accordance with the Terms and Conditions set out in Appendix III to this Announcement.

Harry Baker, Director of the Company, has indicated his intention to participate in the Placing, by subscribing for Placing Shares.

Harry Dobson and William Hodson, Directors of the Company, have indicated their intention to participate in the Subscription, by subscribing for Subscription Shares.

A further announcement confirming the closing of the Accelerated Bookbuild and the number of Placing Shares and Subscription Shares to be issued pursuant to the Placing and the Subscription is expected to be made in due course.

Neither the Placing, the Subscription or the Retail Offer are being underwritten by the Joint Bookrunners or any other person.

The allotment and issue of the Placing Shares is conditional, inter alia, upon:

·     the passing of the Resolutions at the General Meeting;

·    Admission becoming effective at 8.00 am on 20 March 2025, or such later date, being no later than 8.00 a.m. on 31 March 2025, as the Joint Bookrunners and the Company may agree;

·     the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and

·     the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing and the Subscription will not proceed.

The Placing Shares and the Subscription Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. Assuming full take up of the Placing and the Subscription, the Placing Shares and the Subscription Shares will represent approximately 5.1 per cent. of the Enlarged Share Capital.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective on or around 20 March 2025, or such later date as the Company and the Joint Bookrunners may agree, being no later than 31 March 2025. The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): 1. any of the warranties in the Placing Agreement was, when given, untrue or inaccurate in any material respect or misleading in any material respect, or has ceased to be true or accurate or is misleading (or would not be true or accurate or would be misleading if then repeated) by reference to the facts subsisting at the time, in any material respect; 2. the Company has failed to comply with any of its obligations under the Placing Agreement; 3.      there has occurred, in the opinion of the Joint Bookrunners, acting in good faith, a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or 4. any event of force majeure occurs which, which, in the opinion of the Joint Bookrunners, acting in good faith, would or would be likely to prejudice materially the Company or the Fundraising or Admission. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing and the Subscription will not proceed.

The timing of the closure of the Accelerated Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Joint Bookrunners.

A further announcement will be made following the closure of the Accelerated Bookbuild, confirming the results of the Placing and the Subscription and the Circular convening the General Meeting to consider the Resolutions is expected to be despatched shortly thereafter.

The Company confirms, further to its announcement of 7:00 a.m. on 20 February 2025 that it has successfully closed the Placing and Subscription.

Result of Placing and Subscription

Subject to the satisfaction of the conditions referred to below, the Placing and Subscription have raised, in aggregate, gross proceeds of £1,860,000 through the placing of 39,157,895 New Ordinary Shares (the “Placing Shares”) with various UK & European institutional investors, Directors and management as well as existing and new sophisticated investors at a price of 4.75 pence per share. The Subscription has raised £140,000 through the issue of 2,947,368 New Ordinary Shares.

The allotment and issue of the Placing Shares and Subscription Shares is conditional, inter alia, upon:

·         Admission becoming effective by no later than 8.00 a.m. on or around 20 March 2025 (or such other time and/or date, being no later than 8.00 a.m. on 31 March 2025, as the Joint Bookrunners and the Company may agree);

·           the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and

·           the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing and the Subscription will not proceed.

Use of Proceeds

The proceeds of the Fundraising will be used to fund the Company’s Licence fees, Discovery Area fees, technical and commercial studies, general & administrative expenses and, more generally, to advance the Company’s Darwin project towards appraisal of the Darwin discovery.

Harry Baker, Chief Executive Officer of Borders & Southern, commented:

“In our last placing, we clearly stated that we were raising funds to meet our working capital requirements for one year (thus fully funding the company to the end of 2025). In our conversations with potential partners, it is clear to us that strengthening the balance sheet and providing working capital until the end of 2026 is the right thing to do. We remain encouraged by the industry interest in our relaunched Farm Out process and this strengthening of our balance sheet allows us to do the right deal and not just the first deal. We look forward to providing further updates on our industry negotiations in coming months.

“We would like to thank existing shareholders for their continued support and are pleased to welcome new investors. In my view, the industry trend of barrel hunting along the transform margin (seen in South Africa, Namibia, Guyana and Uruguay) is increasing focus on projects such as ours. We are really excited by Darwin & the prospects immediately adjacent to and underneath as well as the size and scale of the remainder of the portfolio which we have shared in our latest presentation. Current re-structuring of industry portfolios and a growing realisation that large companies are looking for projects needed to fulfil growth targets chimes with our world class projects and we are excited by the road ahead.”

So, Borders has come back to the market for a raise and without the big deal that some in the market might have expected. Indeed when I read the words ‘do the right deal not the first deal’ I almost spat out the Shreddies, is the the dynamic Harry Baker I recently interviewed I thought?

But actually yes it is, he knows that big players are short barrels and Darwin can be that acquisition and will make the company given the correct chance. Borders is well run, very lean and this will keep the kettle boiling until the end of next year by which time something, as they say, will have come up. 

I have significant belief that this is the option that market investors should consider, it carries a high beta indeed but I think that the rewards are significant and this raise has been taken up by a high quality band of investors and is without doubt worth, as they say, ‘a turn of the head’.

Here is my slightly out of date but nevertheless worthy of a re-run interview with CEO Harry Baker.

Core Finance CEO Interview: Harry Baker of Borders & Southern

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the Placing Shares and Subscription Shares, a total of 42,105,263 new Ordinary Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares will commence on AIM at 8.00 a.m. on or around 20 March 2025 (or such later date as may be agreed between the Company and the Joint Bookrunners, but no later than 31 March 2025) (“Admission”).

The Placing Shares and Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company’s existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 873,419,719 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company’s share capital pursuant to the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

A further announcement will be made in due course detailing the number of shares to be admitted under the Retail Offer.

Director Participation and Related Party Transactions

Certain directors of the Company participated in the Fundraising, details of which are outlined below:

The participation of Harry Dobson, Harry Baker and Will Hodson in the Fundraising are related party transactions for the purposes of AIM Rule 13 of the AIM Rules for Companies due to them being Directors of the Company, and in the case of Harry Dobson, also a substantial shareholder. The Directors of the Company independent of Mr Dobson, Mr Baker and Mr Hodson being Peter Fleming and Sean Guest, consider, having consulted with SP Angel Corporate Finance LLP, the Company’s Nominated Adviser, that the terms of the Director’s participation in the Fundraising are fair and reasonable in so far as the Company’s shareholders are concerned.

Alan Brimacombe, a substantial shareholder in the Company, is subscribing for 3,552,632 Placing Shares in the Fundraising. The participation of Mr Brimacombe in the Fundraising is also a related party transaction for the purpose of AIM Rule 13 of the AIM Rules for Companies. The Directors of the Company independent of the Fundraise, being Peter Fleming and Sean Guest, consider, having consulted with SP Angel Corporate Finance LLP, the Company’s Nominated Adviser, that the terms of Alan Brimacombe’s participation in the Fundraising is fair and reasonable in so far as the Company’s shareholders are concerned.

And finally…

When the Noisy Neighbours go out of the Champions League 6-3 on aggregate you know the current world order in football has changed, what now?