Rose Petroleum plc

Issue of equity under farm-in agreement


Rockies Standard Oil Company, LLC agrees to take Rose shares in part consideration

Rose Petroleum plc, the London-listed (ROSE.L) natural resources company, is pleased to announce that it has signed an agreement with Rockies Standard Oil Company, LLC. (“RSOC”) whereby RSOC has requested and Rose has agreed to issue ordinary shares of 0.1p in Rose (“Ordinary Shares”) in respect of certain amounts of the periodic cash payments due under the original farm-in agreement with RSOC announced on 17 March 2014 (the “Farm-in Agreement”) up to a maximum of US$700,000.
The consideration under the Farm-in Agreement consists of five cash payments to RSOC totalling US$2.0 million. The first two payments totalling US$500,000 have already been made, as has US$300,000 of the US$500,000 to be made on 16 September 2014. The remaining payments are to be made on or before the 16 April 2015 (US$500,000) and 16 November 2015 (US$500,000).
For the periodic payment due on or before 16 September 2014, Rose has agreed to issue to RSOC 4,178,152 Ordinary Shares at 2.975 pence per share (being the mid-market closing price on AIM of the Ordinary Shares at close of business on 17 October 2014) in satisfaction of the remaining US$200,000 cash to be paid.  Application will be made for these 4,178,152 new Ordinary Shares (which will rank pari passu with the existing Ordinary Shares in issue) to be admitted to trading on AIM and such admission is expected to take place on 24 October 2014.
For the periodic payments due on or before 16 April 2015 and 16 November 2015, RSOC will have the option, in its sole discretion, to take up to US$250,000 in Ordinary Shares at 3.175 pence per share and the balance of US$250,000 in cash. However, if RSOC elects to take less than US$250,000 of the 16 April 2015 periodic payment in Ordinary Shares, the amount of the 16 November 2015 periodic payment which RSOC may elect to take in Ordinary Shares shall be limited to no greater than the amount taken in Ordinary Shares for the 16 April 2015 periodic payment.

Group CEO Matthew Idiens commented: “We are pleased to enter into this agreement with RSOC as it represents a significant show of confidence in Rose and, of course, the project going forward and frees up further cash to be invested directly in the Project.”