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Mining and Energy recent deals

Bringing our expertise and experience through the full mining lifecycle.

Our experienced team provide transaction support through every stage of the deal process

Reverse takeover: Contango Holdings plc (Main Market)

Contango Holdings plc (“Contango”) – acquisition of 70% of Monaf Investments (Private) Limited (“Monaf”), placing and re-admission to the standard segment of the Main Market of the London Stock Exchange.

On 22 December 2017, Contango announced it had signed a memorandum of understanding and entered into an exclusivity period with regards to the possible acquisition of Monaf, which holds a potential asset in Zimbabwe, the Lubu Coalfield. 

Contango today announced its readmission to trading on the Standard Segment following completion of the £6.8 million acquisition and gross placing of £1.4 million. The objective of the Company will be to prepare the site for mining operations and commence production of coking and thermal coals from the open pit in Block B2 of the Lubu Coalfield.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“We were aware of Crowe’s extensive mining and capital markets experience when we were appointing our advisors for the transaction. Having worked with the team, we would certainly recommend them to other mining companies."
- Oliver Stansfield, Non-Executive Director, Contango Holdings plc

 

Reverse takeover: Blencowe Resources plc (Main Market)

Blencowe Resources plc (“Blencowe”) – acquisition of Consolidated African Resources (Uganda) Limited (“CARU”), placing, subscription and re-admission to the standard segment of the Main Market of the London Stock Exchange.

Blencowe was formed as a natural resources sector focused special purpose acquisition company to undertake an acquisition of a target company or business and was admitted to the Standard Segment on 18 April 2019. On 28 October 2019, Blencowe entered into a conditional share purchase agreement for 100% of the issued share capital of CARU, the holder of the Orom graphite project in northern Uganda. On 28 April 2020, Blencowe announced the completion of the acquisition, together with a £1,500,000 placing, a £500,000 subscription and the re-admission of its shares to trading on the London Stock Exchange’s Main Market for listed securities.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“In order to acquire a mining asset in central Africa, we needed the support of an experienced mining team with the ability to support us locally in Uganda. Crowe were an ideal fit for us and were very supportive during the process."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Admission: Mining, Minerals & Metals plc (Main Market)

Mining, Minerals & Metals plc ("MMM") has been formed to undertake an acquisition of one or more businesses (either shares or assets) that has operations focused on the natural resources sector.

Crowe has advised MMM on the admission to the standard segment of the Main Market of the London Stock Exchange. Following admission, MMM will have net cash resources of approximately £515,000 to be used to seek opportunities in the mining and oil and gas segments of the natural resources sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

“Given our chosen sector focus, we wanted to work with a reporting accountant with significant experience in the mining and Oil & Gas sector. Crowe were an ideal fit for us and were very supportive during our admission process."
Matthew Bonner, Non-Executive Chairman, Mining, Minerals & Metals plc

Admission: Blencowe Resources plc (Main Market) 

Blencowe Resources plc (“Blencowe”) - placing and admission to the standard segment of the Main Market of the London Stock Exchange.

Blencowe Resources plc ("Blencowe") has been formed to acquire an exploration and/or production company in the natural resources sector in South East Asia, Africa, and the Middle East. The target acquisition will have a minimum net present value of £5 million up to £100 million. Crowe has advised Blencowe on the placing and admission to the standard segment of the Main Market of the London Stock Exchange.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by Chris Archer.

"Blencowe is on the start of its journey and we appreciated the guidance and support offered by the Capital Markets Team at Crowe. We look forward to working with them going forward as we continue our journey."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Reverse takeover: Emmerson Plc (Main Market)

Crowe has advised Emmerson Plc ("Emmerson") on its acquisition of Moroccan Salts Limited ('MSL'), £6 million placing and re-admission to the Standard List of the Main Market of the London Stock Exchange on 4 June 2018.

MSL is the beneficial owner of 100% of the Khemisset Potash Project ('Khemisset') located in northern Morocco. Khemisset is a development stage potash project with a significant inferred JORC resource. Khemisset comprises one mining licence and 39 research permits in the Rabat/Sale/Zemmour region of Morocco, which are held by MSL's Moroccan incorporated subsidiaries, MSL Minerals SARL and Mine de Centre SARL.

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Paul Blythe leading the Capital Markets team, assisted by Alex Nursey and George Lawford.

"We were extremely happy with the work performed by the Capital Markets Team at Crowe. We have worked with the team on previous transactions and would have no hesitation in recommending them."
- Ed McDermott, Director, Emmerson plc

Re-domicile: Bacanora Lithium Ltd (AIM)

Bacanora Minerals Ltd (AIM: "BCN"), the London and Canadian-listed lithium company, has recently announced that it intends to re-commence the process of changing the domicile of jurisdiction from Canada to the UK (the Re-domicile).

Given the geographic spread of the Bacanora’s production, development and exploration licences, the Board believes that a UK domiciled company would be more appropriate operationally and from an investor standpoint for the reasons set out below:

  • Bacanora intends to move its headquarters and senior management to the UK, so that it can be closer to where the majority of its shareholders reside and where its potential debt providers are located
  • Bacanora is one of the very few, and the most advanced, of the pure-lithium investment opportunities on AIM and therefore achieves a higher investor profile through its listing in the UK. Whereas in Canada, there are a large number of listed lithium companies all vying for a limited pool of equity capital
  • since listing on AIM in 2014, Bacanora has been successful in raising funding from the UK capital markets. Bacanora now intends to raise a significant amount of new debt and equity financing to fund its growth as an international lithium company with new projects in Mexico and Germany and believes that a UK domiciled company with its primary listing on AIM is the best way to achieve this
  • the Board believes that the Canadian shareholder base may continue to decrease and as a result having a single listing on AIM would allow Bacanora Canada to be more cost efficient without material downside
  • Bacanora currently have less liquidity on the TSX-V compared to AIM. The liquidity of Bacanora has increased significantly since it dual listed for trading on AIM

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by Alex Nursey and James Richardson.

"To affect the planned re-domicile, we needed an international advisor team that was capable of working together to the agreed timetable. Crowe were certainly able to fulfil their role within this team efficiently and to budget."
- Cherif Rifaat, Company Secretary

Admission: Jangada Mines Plc (AIM)

AIM admission - Jangada Mines Plc (“Jangada”) has announced its successful £2.25 million placing and admission to AIM.

Jangada has today announced the £2.25 million placing and admission of its shares to trading on AIM. Jangada, through its subsidiary Pedra Branca do Brasil Mineracao Ltda (“Pedra Branca”), holds 100% of the mineral rights in respect of the Pedra Branca Project, an advanced stage platinum group metals (“PGM”) exploration project in South America. The Directors propose to undertake various exploration and development activities on the Pedra Branca Project as well as undertake further exploratory analysis and drilling activities. To date, in excess of $35 million has been spent on developing the Pedra Branca Project.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Paul Blythe and assisted by George Lawford.

"For our placing and admission to AIM, we required the services of a firm that had recent and relevant international mining experience. Crowe was able to provide such a service and we would recommend them to other natural resources companies looking to join AIM.”
- Brian McMaster, Executive Chairman, Jangada Mines Plc

Admission: Katoro Gold Plc (AIM)

Katoro Gold Plc (formerly Opera Investments Plc) (“Katoro”) has announced its successful acquisition of Kibo Gold Limited from Kibo Mining plc (AIM: KIBO), £1.5 million placing and admission to AIM.

Katoro has conditionally agreed, pursuant to a sale and purchase agreement, to acquire the entire issued share capital of Kibo Gold Limited, a wholly owned, indirect subsidiary of Kibo Mining plc, through which the Imweru and Lubando gold projects, located within the greater Lake Victoria Goldfields in northern Tanzania, are held. On completion, the Company's primary focus will be on advancing and developing the Imweru gold project through a work programme which will include, inter alia, a feasibility study and a drilling programme, with the aim to commence production with an initial target of 50,000 oz gold per annum within 18-24 months, subject to further funding, following admission.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Paul Blythe and assisted by George Lawford.

"For our acquisition, placing and admission to AIM, we needed the support of a reporting accountant with relevant international mining experience. Our decision to appoint Crowe was rewarded with a highly efficient and proactive service."
- Paul Dudley, Non-Executive Director, Katoro Gold Plc

Admission: Emmerson Plc (Main Market)

Emmerson Plc (the “Company” or “Emmerson”) today announced the admission of its equity to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange’s Main Market.  As part of the admission, Emmerson raised net placing proceeds of £895,549. 

The Company was formed to undertake an acquisition of a target company or business in the natural resources sector, with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe.

Paul and his team at Crowe provided a focussed, efficient service for our admission and we would certainly recommend them to other early-stage companies seeking admission to London’s capital markets."
-Sam Quinn, Non-Executive Director, Emmerson Plc

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Admission: Diversified Gas & Oil PLC (Main Market)

Diversified Gas & Oil PLC (“Diversified Gas & Oil”) – introduction to the premium listing segment of the Official List and admission to trading on the main market of the London Stock Exchange.

Diversified Gas & Oil is an independent owner and operator of producing natural gas and oil wells concentrated in the Appalachian Basin, the oldest hydrocarbon producing region within the United States. The group’s operations are located throughout the neighbouring states of Tennessee, Kentucky, Virginia, West Virginia, Ohio, and Pennsylvania. Since 2017, Diversified Gas & Oil has carried out 11 asset and business acquisitions for a combined purchase consideration of approximately $1.5 billion. For the three months ended 31 March 2020, Diversified Gas & Oil’s total net daily production was 94,011 boepd from 59,818 wells.

Leading national audit, tax and advisory firm Crowe 1) acted as reporting accountant on the transaction with respect to the historical financial information of Alliance Petroleum Corporation and 2) supported Diversified Gas & Oil’s in-house finance team to prepare and deliver the wider transaction documentation. Corporate finance partner Paul Blythe led the capital markets team, supported by Will Smith.

"We have been working with the team from Crowe since our admission to AIM in February 2017 and were very pleased to once again have them support us with our move from AIM to the Official List."
- Eric Williams, Executive Vice President & Chief Financial Officer, Diversified Gas & Oil PLC

Reverse takeover: Diversified Gas & Oil PLC (AIM) 

Acquisition and re-admission to AIM – Diversified Gas & Oil PLC (“DGO”)

Diversified Gas & Oil PLC, operator of over 40,000 primarily conventional gas and oil producing wells across Ohio, Pennsylvania, West Virginia and northeast Tennessee, announced on 29 June 2018 that it had entered into a conditional sale and purchase agreement with EQT Corporation to acquire certain producing gas, NGL and oil assets (the "EQT Assets").

The EQT Assets are located in the states of Kentucky, West Virginia and Virginia and are comprised of approximately 11,250 producing wells. Daily net gas production from the EQT Assets is approximately 24,165 boepd, NGL production is 219 boepd and oil production is 7,649 bopd.

The EQT acquisition will nearly double DGO’s net gas production, to approximately 51,151 boepd. Overall, including gas, NGL and oil net production will increase from approximately 28,070 boepd to 60,103 boepd.
 
The agreed consideration for the EQT Assets is $575 million (subject to adjustment according to the terms of the acquisition agreement), to be satisfied in cash at completion following shareholder approval. The acquisition will be funded using gross proceeds of $250 million, from the placing of new ordinary shares to trading on AIM, and a new revolving debt facility of up-to $1 billion.

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by Will Smith.

"As with our recent Titan acquisition, we were very confident that the team at Crowe would be able to deliver their work to a tight deadline and enable us to conclude this reverse acquisition within the timetable. We were not disappointed.
- Brad Gray, Chief Financial Officer, Diversified Gas & Oil PLC

Acquisition: Diversified Gas & Oil PLC (AIM)

Diversified Gas & Oil PLC raises US$ 189 million to fund to acquisitions.

Diversified Gas & Oil PLC (AIM: "DGOC"), a US-based gas and oil producer, has confirmed that following approval by Shareholders, 166,400,000 new ordinary shares have been issued and allotted, raising gross proceeds of US$189.0 million (£133.1 million).

As detailed in the announcement dated 31 January 2018, DGO has entered into a conditional sale and purchase agreement to acquire Alliance Petroleum Corporation for total consideration of US$95.0 million (£66.9 million), to be satisfied in cash at closing. The acquisition is scheduled to be completed on 7 March 2018.

In addition, as announced on 9 February 2018, DGO has entered into a conditional sale and purchase agreement with CNX Gas Company LLC for the acquisition of certain oil and gas leaseholds, wells, working interests, licenses, related equipment and other assets for a total cash consideration of US$85.0 million (approximately £59.9 million), which will be payable in cash on completion. The Company anticipates that the transaction will complete on 30 March 2018.

On completion of the above two acquisitions, the Company anticipates that its total net working interest production will increase by 173% to approximately 28,133 boed, that its net working interest proved, developed and producing reserves will grow by 217% to 173.2 MMboe,  and that its annualised EBITDA will be approximately US$70-75 million.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by Tom Taylor.

"As with our recent placing and acquisition of the Titan assets, the team at Crowe were again able to provide effective support to allow us to complete our latest placing and proposed acquisitions."
- Rusty Hutson Jr, Chief Executive, Diversified Gas & Oil PLC

Reverse takeover: Echo Energy plc (AIM)

Conditional acquisition, placing and re-admission to AIM: Echo Energy Plc

Echo Energy Plc ("Echo"), the South and Central American focused upstream gas company, has today published and posted an admission document detailing the proposed farm-in to 50% interests in each of the Fraccion C, Fraccion D and Laguna De Los Capones concessions (the Concessions) and to a 50% interest in the Tapi Aike exploration permit (the Exploration Permit), each located in the Austral basin of Santa Cruz province, onshore in Argentina (the Transaction). The Concessions have existing gross production of a total of approximately 11.2 mmscfe/d (5.6 mmscfe/d net to Echo, pre-royalty) with, the Directors believe, potential to significantly increase current gross production across the Concessions to over 80 mmscfe/d over a five-year period. The acquisition is expected to provide Echo with a compelling blend of multi tcf exploration potential, appraisal and production. Completion of the acquisition is conditional on the passing of Resolution 1 at the General Meeting.

In addition, Echo has conditionally raised £6.4 million, before expenses (£4.7 million net of expenses relating to both the placing and the admission) through the placing of 36,391,412 placing Shares at 17.5 pence per Placing Share. This is equal to the closing mid-market price per Ordinary Share on 27 October 2017, being the last date prior to the Ordinary Shares being suspended from trading on AIM pending publication of the admission document.

Following admission, Echo intends to deploy its existing cash balances and net proceeds of the placing towards the development of the Concessions and Exploration Permit, and towards Echo’s working capital requirements.

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, assisted by Alex Nursey, Chris Archer and James Richardson.

"The team at Crowe provided timely and pro-active advice throughout the transaction. The timetable was tight and we needed an experienced reporting accountant ensure we reached a successful conclusion."
- Fiona MacAulay, CEO, Echo Energy Plc

Admission: Curzon Energy PLC (Main Market)

Acquisition and admission to the Main Market (Standard List) – Curzon Energy PLC

Curzon Energy PLC has today admitted its shares to the Standard Listing segment of the Official List, to trade on London Stock Exchange’s main market for listed securities, raising gross proceeds of £2.3 million. Curzon Energy’s market capitalisation on admission is £7.26 million. Curzon Energy is pursuing a targeted acquisition strategy of oil and gas assets, the first of which is 100% of Coos Bay Energy LLC, owner and operator of c.45,370 acres of coalbed methane leases in Coos Bay, Oregon, USA. The net proceeds will be used to connect five existing wells to sales lines and to drill two new production wells.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe.

"For our transaction, we needed the support of a global accounting firm with experience of Standard Listings in the UK. Crowe were able to provide this support from both the UK and the US, guiding us through the process."
Thomas Mazzarisi, Chief Financial Officer, Curzon Energy PLC

Reverse takeover: Diversified Gas & Oil PLC (AIM) 

Crowe advises Diversified Gas & Oil on $84.2 million Titan Energy deal and AIM placing

Crowe has advised US-based Diversified Gas & Oil Plc (DGO) on its acquisition of certain gas and oil assets of Titan Energy LLC and re-admission to AIM.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

The total consideration of the acquisition was $84.2 million, with the immediate $72.8 million acquisition being funded through a $110 million loan facility and a $35 million placing. The remaining $11.4 million of assets are held in a public partnership structure and will be transferred to the company on or before 30 September 2017. 

The transformational acquisition increases DGO’s gross oil and gas production to approximately 18,300 boepd* (11,000 boepd (net to DGO)) and increases Proved Developed Producing reserves to 59.4 mmboe**. The new wells will be immediately accretive to earnings before interest, tax, depreciation and amortisation (EBITDA).

"We had a tight timeline in order to complete the Titan acquisition and placing. The team at Crowe were able to step in and provide the necessary support we needed to get the job done."
- Brad Gray, Chief Financial Officer, Diversified Gas & Oil PLC

 

*Barrel of Oil Equivalent Per Day
**Million Barrels of Oil Equivalent

Admission: Anglo African Oil and Gas Plc (AIM)

Anglo African Oil & Gas Plc (AIM: AAOG) has today announced its successful £10 million placing and admission to trading on the AIM and agreed the acquisition of Petro Kouilou S.A. (PK) from Sister Holding SAS.

PK has a 56% working interest in the Tilapia oil field. The field is located 1.8 km offshore of the Republic of Congo, located in the Lower Republic of the Congo Basin. The state oil company, SNPC, holds the remaining 44%. Tilapia currently produces approximately 38bopd.

The acquisition will occur in two stages. Initial completion will occur on admission with 49% of PK being acquired. Secondary completion, when the AAOG will acquire the remaining interest in PK, will occur thereafter subject only the approval of the relevant Congolese ministry.

AAOG plans to increase production both in the short-term by investing in the current facility and in the medium-term by undertaking new drilling programmes into deeper geological structures.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe and Mitesh Patelia, with support from Yaroslav Magnus-Hamblett.

"On this transaction, we needed the support of an experienced reporting accountant with experience in the oil & gas sector. Given their global reach and sector experience, we felt very comfortable appointing Crowe and they did not disappoint."
- David Sefton, Executive Chairman, Anglo African Oil & Gas Plc

Admission: Diversified Gas & Oil PLC (AIM)
AIM admission – Diversified Gas & Oil PLC

Diversified Gas & Oil PLC ("DGO") has today admitted its shares to trading on AIM, raising £39.7 million ($50 million) of new equity by way of a placing. DGO owns and operates approximately 7,500 gas and oil producing wells in the Appalachian Basin in the northeastern United States. The Company has grown rapidly over the last two years, capitalising upon opportunities to acquire conventional, low risk oil and gas producing assets from larger US exploration and production companies which are today focused increasingly upon the opportunities from unconventional shale production. On admission, DGO’s anticipated market capitalisation is £68.6 million ($86.4 million).

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe and David Payne.

"We had no hesitation in appointing the team at Crowe to work with us on our AIM admission.  As with previous transactions, they were extremely supportive and proactive and I would certainly recommend them to other growing international companies. We look forward to working with Crowe as we continue build our gas and oil asset base in the US."
- Rusty Hutson, Chief Executive Officer, Diversified Gas & Oil PLC

Admission: Angus Energy Plc (AIM)

Angus Energy Plc (“Angus”) has announced its successful £3.5 million placing and admission to trading on AIM.

Angus operates a UK onshore focused oil and gas business with interests in two recently producing oil fields in the UK Weald Basin in southern England. The group is an OGA approved operator and owns a 55% interest in the Brockham oil field in Surrey and a 50% interest in the Lidsey oil field located in West Sussex. The Weald Basin is a proven petroleum system with several commercial producing fields and discoveries. Angus will use the placing proceeds to fund its share of the costs of phased development programmes on both fields.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Paul Blythe.

The capital markets team at Crowe provided practical and efficient advice through our admission process, working closely with our wider adviser group.”
Paul Vonk, Managing Director, Angus