Raisebook

EV on ASX Re-Listing of $3.4M | Onshore US Oil & Gas Projects
Stonehorse Energy Limited
Stonehorse Energy Limited
Unlisted
  • ASX RTO to develop oil & gas wells in Oklahoma’s Anadarko Basin.
  • First class technical team in Black Mesa Production (BMP) based in the US with a strong track record of success.
  • Ongoing investment timing and amount at the companies choosing - not driven by lease maintenance or debt servicing.
  • Low overhead cost model with back-in after payout arrangement with Black Mesa
  • Future well bore investment decisions subject to rigorous rate of return hurdles
  • Business model based on recycling capital.
  • On successful ASX re-listing, the Company's market cap will be $7.6M with an Enterprise Value of $3.4M (assuming minimum raised).
  • Existing oil and gas assets account for $2.3M of the $3.4M EV (according to Independent Experts Report).
Raise Amount
$4,200,000
Offer Price
$0.0200
Closes
Apr 24, 2019

Nickelore Limited (ASX: NIO), to be renamed Stonehorse Energy Limited (Stonehorse), aims to re-list on the ASX and raise a minimum of $4.2M and up to $8.0M at $0.02/share to develop oil & gas wells in Oklahoma’s Anadarko Basin.

The Prospectus’ raising allows Stonehorse to complete the acquisition of 100% of the US-company Lone Star Energy.

This is an Anadarko Basin focussed oil & gas development company with a beneficial interest in two oil and gas projects located in Texas and Oklahoma, USA.

Stonehorse will also participate in the Bullard horizontal well to see current production of ~280boe/d.

At its election, Stonehorse, will participate in other wells located in the highly productive SCOOP and STACK shale plays.

These drilling opportunities come via a Step-In agreement with ASX-listed Brookside Energy’s (ASX: BRK) US subsidiary and the Black Mesa Production group.

The Company’s strategy is to build a portfolio of oil and gas interests by identifying and participating in US based oil and gas investment opportunities by contributing to drilling and completion costs to earn an interest in these assets.

These assets are land based conventional and unconventional, vertical and horizontal oil and gas wells lodged in the states of Texas and Oklahoma. These are typically operated by large US oil and gas companies.

The consideration for the acquisition is entirely securities, thereby allowing funds raised from the Capital Raising to be used directly on activities on projects resulting in:

  • Investment in projects that make sense in any price scenario.
  • The spread of risk across different types of projects with as many wells and formations possible
  • Direct investment at the well-bore level.
  • Partnering with entities that have equity in the project and have experience and track records of success.
  • Peer to Peer approach with a deal structure that is completely transparent.

The Public Offer

Nickelore Limited (ACN 086 972 429) (ASX: NIO) is making a Public Offer of 210,000,000 shares at an issue price of $0.02 per share to raise a minimum of $4,200,000.

Oversubscriptions of up to an additional 190,000,000 shares at an issue price of $0.02 per share to raise up to an additional $3,800,000 may be accepted.

Nickelore Limited intends to change its name to Stonehorse Energy Limited (ASX: SHE), subject to the Settlement of the Acquisition.

To download the Disclosure Documents and participate in this Offer, please click on the ACCESS DISCLOSURE DOCUMENT button on this page.

Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the Disclosure Document.

Before making an investment decision, potential investors should read the Disclosure Documents entirely, and seek professional financial advice.

There are risks associated with an investment in this company, including Settlement Risk - pursuant to the Acquisition Agreement, the Company has agreed to acquire 100% of the issued capital of Lone Star, Settlement of which is subject to the fulfilment of certain conditions. There is a risk that the conditions for Settlement can’t be fulfilled, and in turn, that Settlement does not occur.

A complete set of risks is included in Section 4 of the Disclosure Document.

Indicative Capital Structure

On Settlement and the completion of the Offers, and the conversion of the Converting Loans, the issued capital of the Company will be as follows:

Shares

Min. Subscription Oversubscription
Shares on issue as at the date of this Prospectus 51,288,623 51,288,623
Shares to be issued pursuant to conversion of Converting Loans 13,750,000 13,750,000
Shares to be issued pursuant to the Public Offer 210,000,000 400,000,000
Shares to be issued pursuant to the Vendor Offer 105,500,000 105,500,000
Total Shares on issue after completion of the Offers 380,538,623 570,538,623

Options

Min. Subscription Oversubscription
Options on issue as at the date of this Prospectus Nil Nil
Options to be issued pursuant to the Public Offer Nil Nil
Options to be issued pursuant to the Vendor Offer 52,750,000 52,750,000
Total Options on issue after completion of the Offers 52,750,000 52,750,000

Indicative Timetable

Closing Date of the Public Offer and Vendor Offer 24 April 2019
Settlement of the Acquisition 1 May 2019
Issue of Securities under the Public Offer and Vendor Offer 1 May 2019
Despatch of holding statements 2 May 2019
Expected date for reinstatement to Official Quotation 8 May 2019

Note: The above dates are indicative only and may change without notice.

Conditions to the Offers

The Offers are conditional on the Acquisition Agreement becoming unconditional (excluding the conditions relating to this Offer) which will require the Minimum Subscription to be obtained (Condition).

Refer to Section 11.1 of the Disclosure Document for a list of the conditions precedent to Settlement. In the event that the Condition is not satisfied, the Offers will not proceed, and no Securities will be issued pursuant to this Prospectus. If this occurs, Applicants will be refunded their application monies (without interest) and in accordance with the Corporations Act.

The Lone Star Acquisition

Nickelore Limited has entered into a binding share sale agreement to acquire 100% of the issued capital of Lone Star Energy Limited (ACN 157 789 761) from the holders of shares in Lone Star.

Lone Star’s overall objective is to build a portfolio of working interests in high quality well bore assets reflecting risk appetite and capital availability.

Descriptions of the Existing Assets and Proposed Assets are provided below:

Greever (Sutton) Prospect (Existing):

Location: Hansford County in West Texas

Field: The Hansford Field is a significant field (>1,000 Billion cubic feet (Bcf) of gas) with over 50 years of exploitation

Nearology: The well is offsetting a recent successfully drilled (producing) horizontal well and is adjacent to an analogous field with five recently drilled horizontal Marmaton producing wells

Operator: Strat Land Exploration Company

Working Interest: 25% in the Sutton #2H-52 well

Status: Producing

Burgess Prospect (Existing):

Location: Ellis County in North East Oklahoma

Field: Macone-Laverine

Operator: Black Mesa Production

Working Interest: 96.8% working interest

Status: The well has been drilled with two zones identified with potential to produce (Chester and Oswego)

Bullard Prospect (Proposed):

Location: Garvin County, Oklahoma

Field: South Central Oklahoma Oil Province (“SCOOP”)

Operator: Rimrock Resource Operating

Working Interest: 20.57% working interest

STACK Prospects (Proposed):

Location: Blaine County, Oklahoma

Field: Sooner Trend Anadarko Canadian Kingfisher (“STACK”)

Operator: Various

Working Interest: Between 0.25% and 5.22% working interest

Use of Funds

Assuming $4.8M is raised:

Amount ($M)
Exploration Expenditure 2.8
Expenses of the Offer 0.5
Repayment of Loans 0.2
Administration Costs 0.6
Working Capital 0.1
Total 4.2
This deal closed on April 24, 2019