TIDMNTOG
RNS Number : 7719E
Nostra Terra Oil & Gas Company PLC
03 March 2020
3 March 2020
Nostra Terra Oil and Gas Company plc
("Nostra Terra" or the "Company")
Board Changes & Withdrawal of GM Requisitions
Nostra Terra (AIM: NTOG), the oil & gas exploration and
production company with a portfolio of development and production
assets in Texas, USA, is pleased to announce the following changes
to the composition of the board of the Company (the "Board"),
effective 3 March 2020.
Overview
-- Andrew Morrison appointed as Non-Executive Chairman for 12 months*
-- Stephen Staley appointed as a Non-Executive Director,
transitioning to Non-Executive Chairman in 12 months' time*
-- Reconstituted Board comprises;
o Andrew Morrison (Non-Executive Chairman)
o Matthew Lofgran (CEO)
o Stephen Staley (Non-Executive Director)
o John Stafford (Non-Executive Director)
The reconstituted Board will immediately conduct a review of all
aspects of the business, including on remuneration and operations.
All Directors will be proposed for re-election at the next AGM of
the Company and Matt Lofgran commits to remain as President of the
Company's subsidiary, New Horizons Energy 1 LLC, for six months
should he cease to act as a Director of the Company at any time
(together, the "Commitment").
* Subject to re-election as set out above
Background information on Mr Morrison and Dr Staley
Andrew (Andy) Morrison is an outcome--focused Chairman and Chief
Executive Officer of growth businesses with successful experience
in both major multi--national corporations and smaller public
companies. He has a background in strategic business development
combined with technical literacy, an entrepreneurial mind--set and
a reputation for addressing and resolving challenging commercial
situations. He is currently Chairman of Spinnaker Opportunities
Plc., a LSE Main Market Standard Listed cash shell pursuing an
acquisition in the medicinal cannabis sector. Through his work with
Spinnaker and in prior roles in the oil and gas sector, including
in the US, Andy has built up a strong network and relevant deal
flow amongst the oil and gas advisory and entrepreneurial
community.
Dr Stephen (Steve) Staley has 37 years of wide-ranging
management, technical and commercial experience in the
international oil, gas and power sectors. He co-founded and floated
three companies on the London Stock Exchange, in each case acting
as director and the founding CEO/Managing Director. Most recent of
these was Upland Resources Limited, which he brought to the LSE
Main Market Standard List. He was also both a technical consultant
to, and non-executive director of, Cove Energy plc - the highly
successful East Africa focused explorer.
Dr Staley is owner and founder of Derwent Resources Limited, an
upstream consultancy advising on oil and gas opportunities. He is
also currently a non-executive director of ASX- and AIM-listed 88
Energy Ltd and LSE Main Market Standard Listed Predator Oil &
Gas Holdings plc. Prior to this he has worked for Cinergy Corp.,
Conoco and BP. He holds a BSc (Hons) in Geophysics from Edinburgh
University, a PhD in Petroleum Geology from Sheffield University
and an MBA from Warwick University. Steve is a Fellow of the
Geological Society.
Withdrawal of General Meeting Requisitions
Following discussions with Eridge Capital Limited ("Eridge") and
Shard Capital, Eridge has given an undertaking that, conditional on
the Company announcing the abovementioned changes to the Board and
the Commitment, its two requisitions served to the Company to
convene a general meeting of the Company, which is scheduled to
take place today (the "General Meeting"), are withdrawn.
Accordingly, all resolutions to be proposed at the General Meeting
today will be withdrawn.
Further information on Mr Morrison and Dr Staley
Andrew John Gowdy Morrison (aged 59)
Current directorships/partnerships Past directorships/partnerships
(last five years)
Spinnaker Opportunities plc None
Spinnaker Management Resources
Ltd
Between 31 August 2011 and 16 August 2013, Mr Morrison was a
director of Silvermere Energy PLC ("Silvermere"), which entered
into a company voluntary arrangement ("CVA") with its creditors on
16 August 2013. The CVA completed on 20 December 2013, pursuant to
which creditors were issued shares in Silvermere, which was then
renamed Tern plc.
Mr Morrison is interested in 100,100 ordinary shares in the
Company, representing approximately 0.05% of the Company's issued
share capital.
Dr George Henry Stephen Staley (aged 60)
Current directorships/partnerships Past directorships/partnerships
(last five years)
88 Energy Limited Cold Gold Company Limited
Derwent Resources Limited Upland (Ksar Hadada) Limited
Predator Oil & Gas Holdings Upland (N Tunisia) Limited
p lc
Staley Limited Upland Resources Limited
Upland Resources (UK Onshore)
Limited
Upland (Saouaf) Limited
Upland (S Tunisia) Limited
Upland Resources (Sarawak) Sdn.
Bhd.
Dr Staley does not hold any interest in, or over, the Company's
ordinary shares.
There is no other information that is required to be disclosed
pursuant to paragraph (g) of Schedule Two of the AIM Rules for
Companies.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014
For further information, contact:
Nostra Terra Oil and Gas Company Email: investor_relations@ntog.co.uk
plc
Matt Lofgran, CEO
Strand Hanson Limited
(Nominated & Financial Adviser
and Joint Broker)
Rory Murphy / Ritchie Balmer /
Jack Botros Tel: +44 (0) 20 7409 3494
Shard Capital Stockbrokers (Joint
Broker)
Damon Heath / Erik Woolgar
Tel: +44 (0) 207 186 9952
Lionsgate Communications (Public
Relations)
Jonathan Charles Tel: +44 (0) 7791 892509
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END
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