ALPHA PROSPECTS PLC
(“Alpha” or the “Company”)
Issue of Warrants
– Warrants to allow shareholders to participate in major project
– Significant progress made towards re-establishing company
The Directors of the Company have resolved that warrants are to be issued to the present shareholders of the Company carrying the right to subscribe for new Ordinary Shares at an issue price of 1.0p per share. The Warrants were issued in the ratio of one Warrant for every ten Ordinary Shares of the Company held by those on the Register of Members on 19th May 2016. The Warrants may be exercised by subscribing for new Ordinary Shares in the period to 24th June 2016.
The purpose of the issue of Warrants is to allow the Company and its shareholders to participate in the development and growth of Tasmania Oil and Gas Australia Ltd (TOGA). Alpha is part of an international consortium supporting the project.
On the 25th of January the Company made an announcement regarding TOGA and its licence application and gave details of the Company’s shareholding.
During this calendar year TOGA will be raising up to US$10m to commence additional drilling in Tasmania. The aim is to build on the significant amount of work done to date and to finalise the detail of the potential gas structure. Therefore, the Alpha Board has decided to offer these warrants to shareholders to enable the Company to participate in the TOGA fund raise.
The Company also announces it is been approached by another investment holding company regarding a possible merger which may result in the Company’s shares being relisted on ISDX. The talks are currently at a preliminary stage and we will keep shareholders advised of progress. However, it remains the intention of your Board that the Company should relist, as and when appropriate.
The exercise price of the Warrants which is set at a rate of 1.0p per share compares to the market price of 3p at which the last trades of Ordinary Shares on GXG First Quote Market were conducted.
The Warrants are constituted by a Warrant Instrument dated 29 April 2016 that has been executed by the Company. Each shareholder will receive a certificate in respect of the number of Warrants issued to that shareholder, based on an allocation of one warrant for every ten Ordinary Shares held on 19 May 2016. Fractional entitlements will be ignored. A total of 32,222,569 Warrants are to be issued. The Warrants are required to be exercised prior to 24th June 2016.
The terms and conditions that apply to the Warrants are contained in the Warrant Instrument are summarised below:
- Each Warrant entitles the holder to subscribe for one new Ordinary Share.
- The exercise price of the Warrant is 1.0p per share to be paid in cash to the Company on exercising the Warrants.
- To exercise the Warrants, the holder must send a notice of exercise indicating the number of Ordinary Shares in respect of which the Warrants are being exercised accompanied by a cheque for the total amount being subscribed for the Ordinary Shares to be issued at the exercise price.
- An Exercise Notice duly completed by the holder of the Warrant is to be sent to the Company at c/o Lothbury Financial Services, 6th Floor, 131 Cannon Street, London, EC4N 5AX marked for the attention of Christopher Foster. The relative Warrant Certificate is to accompany the Exercise Notice.
- The period in which the Warrants may be exercised expires on 24 June 2016. Any Exercise Notice received after that date will not be effective.
- The Warrant Instrument contains terms that apply a measure of protection to the rights of the Warrant holders, but, given the relative short period in which the Warrants may be exercised, these measures are unlikely to be invoked.
- In particular, the price and the number of Warrants may be adjusted to take account of certain kinds of capital restructuring such as the sub-division or consolidation of Shares. Further issues of Shares or movements in the market price are not taken into account.
- The Warrants may be transferred.
The tax consequences and effect of exercising the Warrants are not the subject of any advice given by the Company and those persons to whom Warrants are issued should consult their own professional advisers in relation to taxation aspects of the Warrants.
The summary of the terms that apply to the Warrants is not exhaustive and you are recommended to seek professional advice from your financial or legal advisers by reference to the Warrant Instrument and other material that has been provided to you in relation to the Warrants.
If you wish to raise any questions or comments in relation to the content of this letter please contact Christopher Foster at 07525 688 741.