Oscillate Plc - Acquisition of Quantum Hydrogen, Placing of £500,000 and Peterhouse Broker Option, Notice of EGM and Board Changes
PR Newswire
LONDON, United Kingdom, September 20
20 September 2024
Oscillate PLC
("Oscillate" or the "Company")
Acquisition of Quantum Hydrogen Inc.
Placing to raise £500,000
Peterhouse Broker Option
Notice of Extraordinary General Meeting
Board Changes
Oscillate plc is pleased to announce that, further to the announcements of 12 July and 04 September 2024, the Company has now signed a conditional, binding Acquisition Agreement to acquire the entire issued share capital of Quantum Hydrogen Inc. ("Quantum Hydrogen"). The Company has also received conditional approval for the Waiver Resolution from the Takeover Panel.
Highlights:
- Acquisition of Quantum Hydrogenprovides prospective hydrogen gas acreage
- £500,000 Placing by Peterhouse Capital Limited ("Peterhouse") of 50 million new Ordinary Shares at £0.01 per share (the "Placing Price"), with an additional Broker Option to be provided through Peterhouse.
- Board and Technical Advisory appointments to shore up Board and management team
Extraordinary General Meeting
The Company is today posting a Circular to Shareholders to, amongst other things, seek approval for the Acquisition and the Rule 9 Waiver. The Circular includes a Notice of Extraordinary General Meeting and a Form of Proxy for the proposed resolutions. These documents will also shortly be available on the Company's website at www.oscillateplc.com.
The Extraordinary General Meeting will be held at 10.00 a.m. on 14 October 2024 at the offices of Peterhouse Capital, 3rd Floor, 80 Cheapside, London, EC2V 6EE.
Quantum Hydrogen
Quantum Hydrogen has exploration rights over approximately 60,000 acres in the State of Minnesota, USA, a region with a rich mining heritage, and well-endowed with infrastructure. The area includes overlying extensive banded iron formations which the Directors believe have the potential to generate hydrogen gases.
The consideration for the Acquisition is £1,400,000 which will be satisfied by the allotment of 140 million new Ordinary Shares at the Placing Price (the "Consideration Shares"). All Consideration Shares will be subject to standard lock-in arrangements.
Placing and Broker Option
Conditional on passing of the Resolutions, Oscillate has raised £500,000 before expenses through the new issue of 50 million new Ordinary Shares at the Placing Price. The proposed use of the Placing proceeds are as described in the Circular. Each Placee will additionally receive one Placing Warrant for each Placing Share, each Placing Warrant being exercisable into one Ordinary Share at a price of £0.02 per share, for a period of 2 years from Admission.
In order to provide qualifying Oscillate shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (with the same Placing Price and identical Warrant entitlement), the Company has granted Peterhouse a Broker Option over additional new Ordinary Shares. The Broker Option Shares will be issued under the Company's proposed share authorities, pursuant to the Extraordinary General Meeting.
Existing Shareholders who hold shares in the Company and are on the register of members as at the close of business on Friday 20 September 2024, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse) and all orders from such Existing Shareholders will be accepted and processed by Peterhouse on a strictly "First Come, First Served" basis. The Broker Option has not been underwritten. Peterhouse is entitled to participate in the Broker Option as principal.
The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from today, 20 September 2024 to 4.00 p.m. UK time on 23 September 2024, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.
Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.
The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.
The Company will announce the results of the Broker Option and the resultant shares in issue following its close.
Board Changes and Technical Advisory Board
Conditional on passing the Resolutions, the three shareholders and principals of Quantum will immediately be employed by Oscillate:
A new Technical Advisory Board will comprise John ("Ian") Stalker and Neil Herbert.
Additionally, Michael John ("Jack") Keys, aged 72 will join the main Board of Oscillate as Technical Director.
Mr Keyes has worked in the international oil industry for 30 years, specializing in exploration operations, project management and corporate management. Mr Keyes was formerly with Petty-Ray Geophysical Company working on seismic operations in East and North Africa. He joined Gulf Oil Corporation in 1978 and worked on various exploration projects in Europe, the Middle East, North and West Africa, Southeast Asia and South America. On leaving Gulf, he joined Western Atlas International as project manager within the international exploration group. He founded Frontier Resources International, Inc. in 1988 and was a co-founder and COO of Circle Oil Plc. Mr. Keyes studied Experimental Physics as an undergraduate at the National University of Ireland and completed his formal education at the University of Tulsa, Oklahoma with a Master's Degree in Exploration Geophysics.
Mr Keyes has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:
| Proposed Director | Current Directorships | Previous Directorships |
| Michael John ("Jack") Keyes | Frontier Resources International Inc. | Invenir Limited |
| Gondwana Petroleum Pty. Ltd | ||
| Mesabi Hydrogen Inc | ||
| Navarino Gas Plc |
Mr Keyes does not hold any Ordinary Shares in the Company as at the date of this Document.
There is no further information regarding Mr Keyes to be disclosed pursuant to Rule 4.9 of the Aquis Rules.
Stephen Winfield will resign as a Director upon passing of the Resolutions.
Steve Xerri Executive director commented: "On behalf of myself and John Treacy I would like to thank Stephen Winfield for his input, professionalism and dedication in getting Oscillate to this critical mass phase of its journey, without Stephen's input we wouldn't have been as best placed in the execution of this transaction and his dedication during his time as a Director of Oscillate PLC has been unwavering. I shall continue to discharge my duties in line with the spirit that we have embedded into this company and I wish Stephen well in his ongoing journey."
A copy of one of the Non-Executive Director's letter and Notice of Extraordinary General Meeting contained in the Circular are set out in full below of this announcement without material amendment or adjustment.
The Directors of the Company accept responsibility for the content of this announcement.
Enquiries:
Company
Oscillate PLC
John Treacy
ir@oscillateplc.com
https://oscillateplc.com
Corporate Adviser
Peterhouse Capital Limited
Telephone: 020 7220 9795
LETTER FROM A NON-EXECUTIVE DIRECTOR
Oscillate plc
(Incorporated in England and Wales with Company Number 6010900)
| Directors: | Registered Office: |
| Steven ("Steve") Xerri (Executive Director) John Treacy (Non-Executive Director) Stephen Winfield (Non-Executive Director) | c/o Shakespeare Martineau LLP6th Floor, 60 Gracechurch StreetLondonEC3V 0HR |
| 20 September 2024 | Website: https://oscillateplc.com/ |
Dear Shareholder
Proposed Acquisition of Quantum Hydrogen, Inc.
Placing to raise £500,000
Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers
and
Notice of Extraordinary General Meeting
- Introduction
On 12 July 2024, Oscillate PLC announced that it had entered into non-binding Heads of Terms regarding the potential acquisition of Quantum Hydrogen, Inc., a corporation established in the State of Texas, USA, subject to completion of due diligence by the Company. The Company has now completed its due diligence and announced today that the Company has conditionally agreed to acquire the entire issued share capital of Quantum Hydrogen from the Sellers.
Quantum Hydrogen has exploration rights over approximately 60,000 acres in the State of Minnesota, USA, a region with a rich mining heritage, and well-endowed with infrastructure. The area includes overlying extensive banded iron formations which the Directors believe have the potential to generate hydrogen gases.
The consideration for the Acquisition is £1,400,000 which will be satisfied by the allotment of the Consideration Shares.
As the Consideration Shares would represent 34.53% of the Enlarged Issued Share Capital, the issue of the Consideration Shares would result in the Concert Party's aggregate percentage holding of Ordinary Shares being at a level which would normally result in the Concert Party being obliged to make an offer under Rule 9 of the Takeover Code to all Shareholders to acquire all the Ordinary Shares that it did not already own. However, the Panel has agreed to waive this obligation, subject to the approval of the Waiver Resolution by Independent Shareholders at the Extraordinary General Meeting. Your attention is drawn to the information about the Takeover Code set out in paragraph 7 of this Part I.
In addition, the Company has conditionally raised £500,000 through the placing of 50,000,000 New Ordinary Shares at a price of £0.01 per share.
The Issue of the New Ordinary Shares pursuant to the Acquisition and the Placing are conditional on Shareholder approval at the Extraordinary General Meeting. Accordingly, notice of an Extraordinary General Meeting of the Company, at which resolutions will be proposed to approve the Proposals, is set out at the end of this Document.
The purpose of this Document is to set out the background to and the reasons for the Acquisition and the Placing, and to explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions.
- Background to and Reasons for the Acquisition
Oscillate is an investment company with a diverse investment policy that includes investment opportunities in the natural resource sector, the medical or therapeutic cannabis sector and the medical psychedelic sector, as well as special situations.
The Company's current assets, inter alia consist of:
- Cash of approximately £1.06 million as at 31 May 2024.
- An investment in 46,668,622 ordinary shares (12.59%) in Shortwave Life Sciences Plc, an AQSE Growth Market quoted company, valued at £1.67 million at the close of business on 19 September 2024.
In accordance with its investment mandate, the Company has reviewed a number of different opportunities within the natural resource sector, and believes that Quantum Hydrogen presents a compelling investment opportunity within the sector.
The Company chose to explore investments in hydrogen as the growing global emphasis on reducing carbon emissions and the worldwide effort to shift to renewable energy sources creates a favourable market for hydrogen technologies. By investing in hydrogen exploration, the Company believes it can position itself at the forefront of the clean energy revolution.
Quantum Hydrogen, with exploration rights in Minnesota, is focused on the prime US hydrogen market which is expected to grow from 15 million tons in 2020 to 121 million tons by 2050[1]. Moreover, the United States already has existing geological and potential field data and an extensive infrastructure in place, easing access to markets. The mid-continent rift containing iron-rich minerals and presence of geological formations makes it favourable for hydrogen generation.
Minnesota was selected for exploration by Quantum Hydrogen based on an initial data review of available geological and geophysical data on the potential for the weathering of banded-iron formations to generate natural hydrogen and the proximity to nearby markets including pipeline networks, power plants, iron smelting and cement manufacturing.
- Information on Quantum Hydrogen
Quantum Hydrogen is a Houston-based company, founded in 2023, focused on the exploration of natural or white hydrogen, which has recently signed a three-year agreement to explore natural hydrogen in the Minnesota Iron Range in the USA. Quantum Hydrogen continues to evaluate new opportunities both in the United States and internationally.
Quantum Hydrogen has recently signed a three-year option agreement for US$295,525 over a substantial land position (60,000 acres) in the Minnesota Iron Range, overlying iron-bearing rocks, specifically the Biwabik Iron Formation, in the Animike Basin in the Lake Superior region of North America. This region hosts significant iron formations in several Paleoproterozoic sedimentary basins. In addition, adjacent and underlying greenstone terranes of the Archaean age host additional significant iron formations and ultramafic volcanic and intrusive rocks. The Biwabik Iron Formation ranges in width from 0.5 to 5.0 Kms. and can be up to 200 meters in thickness. The formation generally dips to the southeast.
These iron-rich lithologies are among the most prospective for the generation of naturally occurring "white" hydrogen and the Sellers are excited to be the first mover in a potentially globally significant terrane.
Subject to the passing of the Resolutions, the Company will seek to acquire all available geological and remote sensing data as the first phase of a work programme that will enable it to start a comprehensive evaluation to fully assess and quantify the natural hydrogen potential of the Minnesota land.
- Principal Terms of the Acquisition Agreement, Lock-in Agreement and Relationship Agreement
Acquisition Agreement
Under the terms of the Acquisition Agreement the Company will acquire Quantum Hydrogen through the issue of 140,000,000 Consideration Shares at a deemed valuation of £1,400,000.
The Acquisition is conditional, inter alia, on the approval at the Extraordinary General Meeting of:
i. the Waiver Resolution;
ii. the Resolution to approve the Acquisition; and
iii. the Resolutions to authorise the issue of the Consideration Shares and the Placing Shares.
The Consideration Shares, when issued to the Sellers, will represent approximately 34.53% of the Enlarged Issued Share Capital (assuming the Placing Shares are also issued) and will, rank pari passu in all respects with the existing Ordinary Shares, including all rights to all dividends and other distributions declared.
Lock-in and Orderly Market Agreement
A Lock-in and Orderly Market Agreement dated 20 September 2024 was executed, conditional on Admission, by the Company with the Sellers, John Treacy and Steven Xerri, pursuant to which the Sellers have undertaken, save in certain circumstances, not to sell or otherwise dispose of or agree to sell or dispose of any of their interests (direct or indirect) in the Consideration Shares and pursuant to which John Treacy and Steven Xerri have undertaken, save in certain circumstances, not to sell or otherwise dispose of or agree to sell or dispose of any of their interests (direct or indirect) in the Ordinary Shares held by them, for a period of twelve months commencing on the date of Admission ("Lock-in Period"). In addition, the Sellers and John Treacy and Steven Xerri have undertaken to the Company and Peterhouse not to dispose of their Consideration Shares and Ordinary Shares respectively for a period of 12 months after the end of the Lock-in Period without first consulting the Company and Peterhouse in order to maintain an orderly market for the Ordinary Shares.
Relationship Agreement
On 20 September 2024 each of the Sellers entered into a relationship agreement with Peterhouse and the Company, conditional on Admission, pursuant to which each of the Sellers and their connected parties have undertaken, for so long as the Ordinary Shares are admitted to trading on the Aquis Growth Market and the Sellers (individually or together with their associates) continue to hold more than 20 per cent of the voting rights attaching to the Ordinary Shares in issue from time to time, to procure that, inter alia, the Company and its business shall be managed for the benefit of Shareholders as a whole, any transactions between them and a member of the Company will be at arm's length, the board of Directors of the Company will contain at least one independent director, and certain reserved board matters will only be voted on by the independent Directors of the Company. In addition, Cambrian Limited has the right to appoint and maintain one director on the Board, the initial such director being the Proposed Director.
- Board Changes and Technical Advisory Board
Pursuant to the Acquisition and conditional on the approval of the Resolutions, Jack Keyes will be appointed as Technical Director of the Company, acting in an executive capacity. Conditional on passing of the Resolutions, Stephen Winfield will resign with immediate effect as a Director of the Company.
Michael John ("Jack") Keys, aged 72
Mr Keyes has worked in the international oil industry for 30 years, specializing in exploration operations, project management and corporate management. Mr Keyes was formerly with Petty-Ray Geophysical Company working on seismic operations in East and North Africa. He joined Gulf Oil Corporation in 1978 and worked on various exploration projects in Europe, the Middle East, North and West Africa, Southeast Asia and South America. On leaving Gulf, he joined Western Atlas International as project manager within the international exploration group. He founded Frontier Resources International, Inc. in 1988 and was a co-founder and COO of Circle Oil Plc. Mr. Keyes studied Experimental Physics as an undergraduate at the National University of Ireland and completed his formal education at the University of Tulsa, Oklahoma with a Master's Degree in Exploration Geophysics.
Mr Keyes has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:
| Proposed Director | Current Directorships | Previous Directorships |
| Michael John ("Jack") Keyes | Frontier Resources International Inc. | Invenir Limited |
| Gondwana Petroleum Pty. Ltd | ||
| Mesabi Hydrogen Inc | ||
| Navarino Gas Plc |
Mr Keyes does not hold any Ordinary Shares in the Company as at the date of this Document.
There is no further information regarding Mr Keyes to be disclosed pursuant to Rule 4.9 of the Aquis Rules.
Jack Keyes will enter into a service agreement with the Company, under the terms of which he has agreed to act as a Technical Director. The service agreement will become effective from the passing of the Resolutions and may be terminated by either party giving to the other 1 months' prior written notice, such notice not to be given prior to the first anniversary of the Extraordinary General Meeting.
Mr Keyes will be paid a salary of US$84,000 per annum. The agreement will be effective from the date of Admission and may be terminated by either party giving to the other one months prior written notice, such notice not to be given prior to the first anniversary of Admission.
Technical Advisory Board
On Completion, the Company intends to establish a Technical Advisory Board to assist the Company in maximising the benefits of its investment in Quantum Hydrogen and in evaluating other investment opportunities in the hydrogen area.
The Technical Advisory Board will initially comprise John ("Ian") Stalker and Neil Herbert, two of the Sellers. Further information about Mr Stalker and Mr Herbert is set out in paragraph 9 of this Part I below.
In connection with the roles assumed by Mr Stalker and Mr Herbert, Promaco Limited and Cambrian Limited will each be paid £20,000 per annum respectively, with £10,000 each deferred until 12 months from Admission. The payment agreements will be effective from the date of Admission, and may be terminated by either party giving to the other one months prior written notice, such notice not to be given prior to the first anniversary of Admission.
- The Placing and Placing Warrants
Conditional on passing of the Resolutions at the Extraordinary General Meeting, the Company has raised £500,000 before expenses through the issue of 50,000,000 Placing Shares at the Placing Price. Each Placee will receive one Placing Warrant for each Placing Share, each Placing Warrant being exercisable into one Ordinary Share at a price of £0.02 per share, for a period of 2 years from Admission. The Placing Warrants will vest on passing of the Resolutions.
Further, Steve Xerri will be granted 2,500,000 Incentivisation Warrants for his role in introducing, negotiating the terms of, and reaching agreement with, Quantum Hydrogen that culminated in non-binding Heads of Terms being announced on 12 July 2024 between the Company and Quantum Hydrogen. The Incentivisation Warrants are conditional on Admission.
Conditional on approval of the Proposals, the Directors' and Proposed Director's Ordinary Shares and Placing Warrants in the Company will be as follows:
| Directors and Proposed Director | Ordinary Shares held at date of this Document | Consideration Shares | Ordinary Shares Conditionally Subscribed for in the Placing | Ordinary Shares in lieu of Directors' fees for nine months to 30 September 2024** | Total Ordinary Shares held on passing Extraordinary General Meeting Resolutions | Placing Warrants | Incentivisation Warrants |
| Steven Xerri (Director) | 17,420,653 | Nil | 4,500,000 | 1,812,000 | 23,732,653 | 4,500,000 | 2,500,000 |
| John Treacy (Director) | 880,000 | Nil | Nil | 1,272,000 | 2,152,000 | Nil | Nil |
| Stephen Winfield (Director) | 1,000,000 | Nil | Nil | 1,799,400 | 2,799,400 | Nil | Nil |
| Michael John ("Jack") Keyes* (Proposed Director) | Nil | 36,251,944 | Nil | Nil | 36,251,944 | Nil | Nil |
* Ordinary Shares will be held through Frontier Resources International, Inc., Texas incorporated (employer identification no. 76-0308141). Frontier Resources International, Inc is 100% owned by Michael John ("Jack") Keyes.
** As announced on 29 November 2023, the Directors agreed to accept Ordinary Shares of the Company in lieu of cash salaries and for such Ordinary Shares to be issued to them when the Company enters into a meaningful transaction. As the Acquisition is deemed to be a meaningful transaction, the accrued cash salaries will be converted into Ordinary Shares at a deemed price of 1 pence per share on Admission.
The net proceeds of the Placing will be applied as follows:
- Geological activities in Minnesota: £190,000
- Ore samples and soil gas detection/analysis/testing In Minnesota: £85,000
- Project management/target assessment team for the Minnesota project: £195,000
- General working capital: £70,000
- The Takeover Code
The Acquisition gives rise to certain considerations under the Takeover Code. Brief details of the Takeover Code and the protection this affords Shareholders are set out below.
The Takeover Code is issued and administered by the Panel. The Takeover Code and the Panel operate to ensure fair and equal treatment of shareholders in relation to takeovers, and also provide an orderly framework within which takeovers are conducted. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a company which has its registered office in the UK, the Channel Islands or the Isle of Man, the securities of which are admitted to trading on a regulated market or a multilateral trading facility (such as the Main Market) in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. Accordingly, the Takeover Code applies to the Company.
Under Rule 9 of the Takeover Code,
- any person who acquires an interest in shares which (taken together with shares in which that person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of a company; or
(b) any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested,
such person shall extend offers, on the basis set out in Rule 9.3 and Rule 9.5, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.
An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
Under the Takeover Code, a concert party arises when persons, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Under the Takeover Code, control means an interest, or aggregate interests, in shares carrying 30 per cent or more of the voting rights of a company, irrespective of whether the interest or interests give de facto control. In this context, voting rights means all the voting rights attributable to the capital of the company which are currently exercisable at an extraordinary general meeting.
- The Concert Party
The Company has agreed with the Panel that John ("Ian") Stalker, Neil Herbert and Michael John ("Jack") Keyes are 'acting in concert' in relation to the proposed acquisition by Oscillate of Quantum Hydrogen. Further information about the members of the Concert Party and the relationships between them is set out in paragraph 9 of this Part I.
No member of the Concert Party currently holds any Ordinary Shares.
Following the allotment and issue of the Consideration Shares and Placing Shares to the Sellers, the Concert Party will hold 149,000,000 Ordinary Shares, representing approximately 36.75% of the Enlarged Issued Share Capital. If the Placing Warrants are exercised by the Concert Party (and assuming that no other Placing Warrants are exercised), the Concert Party will hold a maximum of 158,000,000 Ordinary Shares, representing approximately 38.12% of the then issued share capital of the Company, as set out below.
| Concert Party Member | Ordinary Shares held immediately following the issue of the Consideration Shares | Placing Shares | Ordinary Shares interested in as a % of the Enlarged Share Capital | Placing Warrants | Maximum interest in Ordinary Shares following exercise of the Placing Warrants | Maximum percentage interest in voting rights |
| John ("Ian") Stalker* | 51,819,596 | 4,500,000 | 13.89% | 4,500,000 | 60,819,596 | 14.68% |
| Neil Herbert** | 51,928,460 | 4,500,000 | 13.92% | 4,500,000 | 60,928,460 | 14.70 |
| Michael John ("Jack") Keyes*** | 36,251,944 | Nil | 8.94% | Nil | 36,251,944 | 8.75 |
| Total Concert Party | 140,000,000 | 9,000,000 | 36.8% | 9,000,000 | 158,000,000 | 38.12 |
| Ordinary Shares in issue | 350,556,550 | 405,439,950 | - | - | - | - |
* Ordinary Shares will be held through Promaco Limited, Isle of Man incorporated (co. no. 114256C). Promaco Limited itself is 100% owned by Bespoke 360, Isle of Man incorporated (co. no. 066743C), as trustee of the J Stalker Discretionary Settlement, a discretionary trust.
** Ordinary Shares will be held through Cambrian Limited, Malta incorporated (co. no. C75579). Cambrian Limited, itself is 100% owned by Archean Limited (co. no. C 75578). Archean Limited is 99% owned by Neil Herbert and 1% owned by Neil Herbert's wife.
*** Ordinary Shares will be held through Frontier Resources International, Inc., Texas incorporated (employer identification no. 76-0308141). Frontier Resources International, Inc is 100% owned by Michael John ("Jack") Keyes.
The issue of the Consideration Shares and the Placing Shares to the Concert Party and the issue of additional Ordinary Shares to the Concert Party on the exercise of the Placing Warrants by the Concert Party (assuming that no other Placing Warrants are exercised), would ordinarily trigger an obligation on the Concert Party to make an offer for the Company in accordance with Rule 9 of the Takeover Code.
The Panel has agreed, however, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Consideration Shares, the Placing Shares and the exercise of the Placing Warrants, subject to the approval of Independent Shareholders, all of whom are independent of the Concert Party. Accordingly, the Waiver Resolution is being proposed at the Extraordinary General Meeting and will be taken on a poll of Independent Shareholders.
For so long as the Concert Party is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.
The waiver to which the Panel has agreed under the Takeover Code will be invalidated if any purchases of Ordinary Shares are made by any member of the Concert Party, or any person acting in concert with it, in the period between the date of this Document and the Extraordinary General Meeting.
In the event that the Waiver is approved, the members of the Concert Party will not be restricted from making an offer for the Company.
- Information on the Concert Party
The members of the Concert Party and the reasons for their membership of the Concert Party are as follows:
John ("Ian") Stalker
Ian is a senior international mining executive with over forty-five years of experience in resource development, mine construction, and operations in Europe, Africa, South America, and Australia. He was Chief Executive officer of Helium One Global Limited until its IPO and Chairman following its IPO until 2023, a helium development company in Tanzania. Ian has been responsible for managing the development of over twelve major mining projects from initial exploration drilling to start-up. He is the former Chief Executive of both LSC Lithium Corporation and K92 Holdings International Ltd. He has extensive public company experience with companies listed on both AIM and the TSX, such as Brazilian Gold Corp., Berkeley Resources Ltd., Niger Uranium Ltd., and UraMin Inc. Mr Stalker holds a Bachelor's Degree (Hons) in Chemical Engineering from the University of Strathclyde in Glasgow, Scotland.
Mr Stalker served as a director of Quantum Hydrogen from 1 April until 17 July 2024.
Mr Stalker currently serves as a director on a number of boards together with Neil Herbert.
Neil Herbert
Neil has over 25 years of experience managing, advising, and investing in growth companies from start-up through IPO, development, and successful M&A. He began his career in 1991 with PwC and spent six years working with clients across several disciplines. He joined Antofagasta Plc in 1998 as Group Financial Controller and in September 2001 began to act is an executive and non-executive director capacity to a wide range of natural resource companies including Polo Resources Ltd., Patagonia Gold Plc, Kalahari Diamond Resources, International Molybdenum Plc., Galahad Gold, UraMin Inc and Atlantic Lithium Inc. He was Chairman of Helium One Global Limited from its inception until its IPO and is currently Chairman of Pulsar Helium Inc. Mr. Herbert holds a BA Joint Honors degree in Economics and Economic History from the University of Leicester. He is also a Fellow of the Association of Chartered Certified Accountants.
Mr Herbert served as a director of Quantum Hydrogen from 1 April 2023 until 17 July 2024.
Mr Herbert currently serves on a number of boards together with Ian Stalker.
Mr Herbert also served as a director of Frontier Resources plc from 2014 -2018, alongside Jack Keyes.
Michael John ("Jack") Keyes
Mr Keyes is an oil and gas industry executive specialising in international business development, project management and corporate/public company management. Further details on his biography can be found in paragraph 5 of Part I of this Document.
Mr Keyes has been a director of Quantum Hydrogen since 20 December 2022 and served as a director of Frontier Resources International plc from 2008 -2016, alongside Neil Herbert.
- Intentions of the Concert Party
If the Waiver Resolution is passed by Independent Shareholders on a poll, the Directors and the members of the Concert Party, intend that the Company's business activities, as summarised in paragraph 2 of this Part I, should continue.
Save for the appointment of the Proposed Director and the resignation of Stephen Winfield, no member of the Concert Party has any intention to make any changes in relation to:
- the future business or strategic plans of the Company;
- any research and development activities of the Company;
- the continued employment of the Company's employees and management, including any change in the conditions of employment or in the balance of the skills and functions of the employees and management. The Company does not operate any pension schemes;
- the locations of the Company's places of business, including the location of the Company's headquarters and headquarters functions;
- the redeployment of any fixed assets of the Company; or
- the maintenance of the existing trading of the Ordinary Shares on the Aquis Growth Market;
after completion of the Waiver.
If the Waiver Resolution is passed by Independent Shareholders on a poll, there is no agreement, arrangement or understanding for the transfer by any member of the Concert Party of Ordinary Shares to any third party.
- Extraordinary General Meeting
Set out at the end of this Document is the notice convening the Extraordinary General Meeting to be held at the offices of Peterhouse Capital, 3rd Floor, 80 Cheapside, London, EC2V 6EE at 10.00 a.m. on 14 October 2024, at which Resolutions will be proposed as follows:
- Resolution 1 is an ordinary resolution seeking Shareholder approval of the Acquisition.
- Resolution 2 is an ordinary resolution to approve the Waiver Resolution (to be taken on a poll and to be voted on by the Independent Shareholders only).
- Resolution 3 is an ordinary resolution seeking Shareholder authority to allot Ordinary Shares in respect of, inter alia, the Consideration Shares and the Placing Shares.
- Resolution 4 is a special resolution seeking Shareholder authority to dis-apply statutory pre-emption rights in respect of, inter alia, the allotment of the New Ordinary Shares .
The passing of Resolution 2, the Waiver Resolution, must be approved by Independent Shareholders on a poll, and each Independent Shareholder will be entitled to one vote for each Ordinary Share held. The passing of the Waiver Resolution will require the approval by Independent Shareholders by way of simple majority.
Any Shareholder who participates in the Placing will not be regarded as an Independent Shareholder for the purposes of the Waiver and will therefore not be entitled to vote on the Waiver Resolution at the Extraordinary General Meeting.
- Action to be Taken
A Form of Proxy for use at the Extraordinary General Meeting is enclosed with this Document. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's Registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, as soon as possible, but in any event so as to be received by no later than 10.00 a.m. on 12 October 2024. The completion and return of a Form of Proxy will not preclude Shareholders from attending the Extraordinary General Meeting and voting in person should they so wish.
- Additional Information
Shareholders' attention is drawn to the additional information in Parts II and III of this Document.
- Recommendation
For the reasons set out in this Document, the Directors, who have been so advised by Peterhouse, believe that the Proposals are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. In providing advice to the Directors, Peterhouse has taken into account the Directors' commercial assessments.
Accordingly, the Directors recommend that Independent Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to do (save as explained below) in respect of the 19,300,653 Ordinary Shares that they collectively hold, representing 9.17 per cent of the Issued Share Capital.
As Steve Xerri is participating in the Placing and receiving the Incentivisation Warrants, as outlined in paragraph 6 of this Part I, he will not be regarded as an Independent Shareholder for the purposes of the Waiver and will therefore not be entitled to vote on the Waiver Resolution and will not do so in respect of his 17,420,653 Ordinary Shares, representing 8.27% of the Issued Share Capital.
The Independent Directors are presumed to be Independent Shareholders and independent for the purpose of appraisal of the Acquisition and the Waiver Resolution.
Yours faithfully
John Treacy
Non-Executive Director
[1] (McKinsey 2023)
