THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

Terms and conditions used in this announcement have the meaning ascribed to them in Appendix II to this announcement unless the context requires otherwise.

Providence Resources P.l.c.

Proposed fundraising to raise up to approximately US$1.8 million

Dublin and London - 17 June 2022 - Providence Resources P.l.c. (PVR LON, PRP ID), the Irish based energy company ("Providence" or the "Company"), announces its intention to conditionally raise up to approximately $1.8 million (before expenses) (the "Fundraising") through the issue of Placing Securities and Subscription Securities (each of which shall comprise one New Ordinary Share and one 1.5p Warrant) at a price of STG£0.015 each (the "Issue Price"). The Fundraising comprises a placing to institutional and other investors (the "Placing") and a subscription by certain investors as described further below (the "Subscription").

The Issue Price represents a discount of 35 per cent. to the closing price of 2.3p on 16 June 2022, being the latest practicable date on which the Company's shares traded on AIM and Euronext Growth ahead of this announcement.

The Placing is being conducted through an accelerated Book Build process (the "Book Build") which is being managed by Davy, the Company's broker (the "Bookrunner").

The Book Build will open with immediate effect following release of this announcement. The final amount to be raised pursuant to the Fundraising and the number of Placing Securities to be issued in the Placing will be agreed by the Bookrunner and the Company at the close of the Book Build. The timing of the closing of the Book Build and allocations are at the discretion of the Bookrunner and the Company. Details of the number of Placing and Subscription Securities to be issued will be announced as soon as practicable after the close of the Book Build.

Reasons for the Fundraising and Use of proceeds

The Fundraising is required to address the Company's near-term working capital requirements as well as to pursue its Lease Undertaking application for Barryroe. Providence continues to press the DECC for consent to its Barryroe lease undertaking application. In addition, some of the proceeds will be used to progress preparation for an appraisal well in 2023, subject to award of the Lease Undertaking.

The Warrants

One class of warrants, the 1.5p Warrants, will be issued to Placees and Subscribers.

Placees and Subscribers will, subject to certain terms and conditions, be issued one 1.5p Warrant for each Placing Share or Subscriber Share (as appropriate) acquired by them in the Fundraising.

The allotment and issue of the Warrants is subject to and conditional upon the passing of the Warrant Resolutions at the AGM by the requisite number of shareholders as required pursuant to the Companies Act (the "Warrant

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Condition"). If the Warrant Condition is not satisfied, the Warrants will not be issued to the Placees and Subscribers. The issue of the Placing Shares and Subscription Shares is not conditional on the passing of the Warrant Resolutions.

On issue, the Warrants will entitle holders to subscribe for one new Ordinary Share for each Warrant held at an exercise price of £0.015 per Ordinary Share at any time for a period of 12 months following the passing of the Warrant Resolutions.

If the Warrants are not exercised by their respective final exercise dates (being the date falling 12 months following the date of satisfaction of the Warrant Condition) the Warrants shall lapse and shall no longer be capable of being exercised.

The Warrants will be non-transferable and issued in registered form, with the register of Warrants being kept by the registrar of the Company.

Warrant certificates representing the relevant number of Warrants to be issued to Placees and Subscribers, are expected to be despatched by post within 14 Business Days of the date of satisfaction of the Warrant Condition, at the sole risk of warrant holders.

Details of the Fundraising

The Placing

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together, the "Announcement").

Application will be made to the London Stock Exchange and Euronext Dublin for the New Ordinary Shares to be admitted to trading on AIM and Euronext Growth. It is expected that admission to trading on each exchange ("Admission") will become effective and that dealings in the New Ordinary Shares will commence on AIM and Euronext Growth at 8.00am on 22 June 2022.

The New Ordinary Shares will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the date of their allotment and will otherwise rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares in the Company.

Issue of Placing Shares - Conditions

The issue of the Placing Shares is conditional upon, amongst other things:

  • the Bookrunner and the Company agreeing the number of Placing Securities at the close of the BookBuild;
  • the Placing Agreement having become unconditional (save for Admission and the Warrant Condition) and not having been terminated in accordance with its terms prior to Admission;
  • the Subscription Agreements having become unconditional (save for Admission and the Warrant Condition); and
  • Admission taking place by no later than 8.00am on 22 June 2022 (or such later date as the Bookrunner may agree in writing with the Company, being not later than 8.00am on the Long Stop Date.

If any of these conditions are not satisfied, the Placing Securities will not be issued, the Admission of the New Ordinary Shares will not take place and the Placing Warrants will not be issued.

Issue of Placing Warrants - Additional Condition

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In addition to the foregoing conditions, the allotment, issue and exercise of the Placing Warrants is conditional upon the satisfaction of the Warrant Condition. If the Warrant Condition is not satisfied, the Placing Warrants will not be issued.

Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, have agreed to use its reasonable endeavours to procure subscribers for the Placing Securities at the Issue Price. The Placing Agreement contains customary warranties given by the Company in favour of the Bookrunner in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Company and its business.

The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of any of the warranties or a material adverse change.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees, commissions and expenses.

The Placing Securities have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

The Subscription

The Company has entered into subscription agreements with a number of investors (the "Subscribers") dated 17 June 2022 (the "Subscription Agreements") pursuant to which each of the Subscribers have, respectively, agreed, conditional upon Admission occurring, the Placing Agreement becoming otherwise unconditional save for the Warrant Condition and not having been terminated on or before Admission, to subscribe for Subscription Securities at the Issue Price.

The issue by the Company of the Subscription Warrants is subject to the satisfaction of the Warrant Condition. If the Warrant Condition is not satisfied by the Company, the Subscription Warrants will be not be issued to the Subscribers.

The Subscription Agreement contains customary representations and warranties:

  1. from the Company in favour of each of the Subscribers, respectively; and
  2. from each of the Subscribers, respectively in favour of the Company.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Book Build described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Securities, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Expected timetable

Announcement of the Fundraising

17 June 2022

Announcement of the results of the Placing

17 June 2022

Admission effective and dealings in New Ordinary

8.00am on 22 June 2022

Shares expected to commence on AIM and Euronext

Growth

Notes:

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  1. Each of the times and dates shown above and elsewhere in this announcement are indicative and accordingly are subject to change.
  2. References to time in this announcement are to Dublin time unless otherwise stated.
  3. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.
  4. The allotment and issue of the Warrants is subject to and conditional upon the satisfaction of the Warrant Condition.

Exchange rates

The following exchange rates have been applied for the purposes of this Announcement

EURUSD

1.050

GBPUSD

1.229

GBPEUR

1.170

Further information

For further information please contact the following:

Providence Resources P.l.c.

Tel: +353

1 219 4074

James Menton / Job Langbroek

J&E Davy

Tel: +353

1 679 6363

Anthony Farrell / Orla Cowser

MEDIA ENQUIRIES

AM O'Sullivan PR Limited

Tel: +353

021 466 3076

Important Notices

This Announcement is released by Providence Resources plc and contains inside information for the purposes of Article 7 of MAR, encompassing information relating to the Fundraising described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by James Menton, Chairman of Providence Resources P.l.c..

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation,

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the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the CBI, the London Stock Exchange, Euronext Dublin or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The Placing Securities have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as Euronext Growth Advisor (pursuant to the Euronext Growth Rules) and as the Company's nominated adviser (under the AIM Rules)

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Providence Resources plc published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 10:32:04 UTC.