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 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 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|
|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
Burgess Prospect (Existing):
Location: Ellis County in North East Oklahoma
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”)
Working Interest: Between 0.25% and 5.22% working interest
Use of Funds
Assuming $4.8M is raised:
|Expenses of the Offer||0.5|
|Repayment of Loans||0.2|