U.S. Oil and Gas plc
("USOIL", the "Company" or the "Group")
Admission to PLUS-quoted
Dublin, Ireland, 14 January 2010.
The directors of U.S. Oil and Gas plc (the "Directors") are pleased to announce that USOIL's application to
PLUS Markets plc for its ordinary shares of €0.0001 each (the "Ordinary Shares") to be admitted to trading has
been approved and that 26,579,262 Ordinary Shares have today been admitted to trading on PLUS-quoted.
USOIL is an oil exploration company, which holds the entire share capital of US based oil and gas company Major
Oil International LLC ("Major Oil"). Major Oil has acquired, and intends to acquire, rights to exploration and
development acreage in two high potential resource areas in Hot Creek Valley, Nye County, which is adjacent to
the oil and gas rich Railroad Valley area of Nevada, both of which are part of the Sevier Thrust (also known as
the Mississippian Antler foreland basin) of central Nevada and western Utah.
The Company has raised £315,805 before expenses through a placing (the "Placing"), giving the Company a market
capitalisation of £1,328,963 at the placing price of 5p ("the Placing Price"). The funds raised are intended to
be used as working capital for the Group's early stage development and, in particular, to complete
gravity/seismic studies, geophysical studies and regional well log analysis with a view to firming up potential
resources and, in due course, farming out the drilling on the Group's leases. SVS Securities plc is the
Company's PLUS Corporate Adviser and broker.
Brian McDonnell, Managing Director of USOIL said:
"The PLUS admission is the culmination of 3 years of work on the Nevada area by the Directors and will provide
us with a platform to share our progress as we enter the next phase of exploration in the Hot Creek Valley.
This initial injection of capital will allow us to further our understanding of this area, which we believe has
the potential to be rich in hydrocarbons. We look forward to updating the market in due course."
DESCRIPTION OF THE BUSINESS ACTIVITIES AND STRATEGIES OF USOIL
The Directors have no current plans for Major Oil to become an operator in its own right but intend to acquire
leases in attractive locations at an early stage in the development cycle. The intention of the Directors is to
build on the Group's current exploration base and bring new opportunities to the preproduction stage as well as
identifying strategic partners to jointly develop or sell target assets. Major Oil will seek to fully explore
and develop its prospective acreage and will work with established major operators to convert exploration lease
acreage to long-term production acreage as successfully drilled sections are unitised. The Directors believe
that, using the latest technology available, USOIL will be able to develop its resource opportunities in a
highly cost- and time-efficient manner.
NEVADA
Through Major Oil, USOIL has acquired leases in Hot Creek Valley, Nevada, part of the Sevier Thrust. The
Directors consider that the Sevier Thrust, which covers central Nevada and western Utah, has the potential to
become one of the United State's most prolific oil regions. Hot Creek Valley has easy road access, being
adjacent to U.S. Highway 6. Nevada has a developed infrastructure for the processing of oil and gas, and there
are suitable facilities for oil and gas processing near Hot Creek Valley. The leases give USOIL the exclusive
right to drill for, mine, extract, remove and dispose of all oil and gas (except Helium) in its claim area.
These rights are subject to applicable laws, and the terms, conditions and any other special conditions
attached to the lease. Additionally, the Directors have established relationships with the key entities in the
target region.
In the opinion of the Directors, Nevada has all the ingredients to form giant oil and gas fields, having world-
class source and reservoir rocks and structures. The 50 million barrels produced to date from Nevada's
commercial oil seeps, and the Covenant Field with an estimated 896 million barrels in central Utah, provide
strong evidence that oil has been generated and preserved in commercial accumulation in this fold-and-thrust
belt province.
Railroad Valley, 20 miles from the USOIL lease area, is a large basin in east-central Nevada, adjacent to Hot
Creek Valley. For more than 20 years Railroad Valley, Nevada, has been the site of some of the most prolific
onshore oil wells in the USA, with two neighbouring wells in Railroad Valley producing in excess of 21 million
barrels of oil, but ongoing exploration is severely restricted by the lack and complexity of subsurface and
surface data and uncertain structural relationships.
Two wells drilled by Petroleum Corporation of Nevada since 1992 have dramatically increased the oil production
and recoverable reserves in the Blackburn Field, which lies 90 miles north of Hot Creek Valley. Unit No. 18 was
completed in 1992 and averaged 1,367 BOPD ("barrels of oil per day") for the first year of production.
Cumulative production to July 1997 for this well was 1,050,832 barrels of oil. Unit No.19 was completed in 1994
and averaged 1,146 BOPD for the first year of production. Cumulative production to July 1997 was 760,369
barrels. The Blackburn discovery well was drilled in 1982 based on gravity, magnetic and seismic surveys. The
well was completed for 346 barrels of oil and 767 BWPD ("barrels of water per day") from Mississippian and
Oligocene reservoirs.
TECHNOLOGY
Geospectra Infrasonic Passive Differential Spectroscopy is an optimised technology for direct detection of
hydrocarbon reservoirs in structural and non-structural traps and an efficient tool for wellfounded enhanced
oil recovery and reservoir monitoring. The technology also provides detailed aerial hydrocarbon distribution,
reservoir delineation and monitoring, and reliable estimation of hydrocarbon potential reserves or resting
unproduced oils.
PLACING STATISTICS
Placing Price 5p
Number of Placing Shares issued pursuant to the Placing 6,316,101
Number of Ordinary Shares in issue immediately following Admission 26,579,262
Gross proceeds from the Placing receivable by the Company £315,805
Estimated net proceeds from the Placing receivable by the Company £239,000
Market capitalisation at the Placing Price £1,328,963
ISIN IE00B4Q65W67
REASONS FOR ADMISSION AND USE OF PROCEEDS
The Directors consider that Admission will be an important step in the Company's corporate development and will
enhance its status in the natural resources industry. It will also provide the Company with the facility to
raise funds from the equity market in the future should it be required. The Company has raised £315,805 before
expenses through the Placing. The proceeds are intended to be used as follows:
Utilisation of Proceeds
£
Costs incurred to date 95,000
Regional Well Study/Geophysical Report 30,000
Completion of passive seismic survey in target area 36,000
Professional fees 60,000
Working capital 94,805
Total 315,805
THE USOIL DIRECTORS
James Guiry - Non-Executive Chairman - age 73
Jimmy Guiry has used his experience gained over the years to bring USOIL's project from inception to its
present stage through his involvement in its strategic planning and management.
Brian McDonnell - Managing Director - age 48
Brian McDonnell graduated from Dublin City University with a business studies degree and worked in
manufacturing industry for a number of years before setting up and successfully running his own business
training company. He is now involved in a number of PLUS-quoted companies both as a director and adviser and
has recent experience in the oil and gas industry.
Liam McGrattan - Non-Executive Director - 54
Liam McGrattan has a background in sales and finance and successfully launched Custom Finance Ltd., a
specialist leasing company. During the past ten years he has specialised in the small cap equities market and
has been involved in a number of highly successful private and publicly quoted companies both on the PLUS-
quoted market and the AIM market of the London Stock Exchange.
Liam McGrattan is currently a director of Great Western Mining Corporation plc and Chairman of Captive Audience
Display Solutions plc, both of which are quoted on the PLUS-quoted market. He is also Managing Director of
Wilhan Limited, an international private investment company.
Nial Ring FCCA - Finance Director - age 50
Nial Ring is a fellow of the Chartered Association of Certified Accountants and started his career with Allied
Irish Bank plc, having graduated from Dublin City University with an accounting/Finance Degree. He is a
licentiate of the Institute of Bankers and has a Diploma in Financial Services Law from University College,
Dublin.
Nial Ring has a background in the financial services industry in Dublin, London and New York and has held
senior banking positions with Allied Irish Bank plc and Bankgesellschaft, Berlin. He has also served as a
General Manager of Barrick Capital Corporation, a wholly owned subsidiary of Barrick Gold based in Dublin's
International Financial Services Centre.
He holds a number of directorships and has served as a government appointee on the Board of IDA Ireland, the
Irish Government's International Industrial Development Authority. Mr Ring is presently involved in a number of
businesses as an executive and investor and is an elected Dublin City Councillor. He is also a member of the
Irish Commercial Mediation Association and was appointed as a peace commissioner by the Irish Minister for
Justice, Equality and Law Reform.
USOIL's Directors currently hold or have previously held the following directorships during the last five
years:
James Guiry Current Directorships Past Directorships
Tog Explorations Limited None
Spurt Concepts Limited
Brian McDonnell Current Directorships Past Directorships
Captive Audience Display Solutions None
Plc
Carrefour Training and Development
Limited
Makubwa Mining Limited
CADS Ireland Limited
CADS (UK) Limited
Bellevue Court 2 Management Co.
Ltd.
Major Oil International LLC
Spurt Concepts Limited
Liam McGrattan Current Directorships Past Directorships
Captive Audience Display Solutions None
Plc
Great Western Mining Corporation
Plc
CADS (UK) Limited
Wilhan Limited
CADS Ireland Limited
Nial Ring Current Directorships Past Directorships
Great Western Mining Corporation Captive Audience Display Solutions
Plc Plc
CADS Ireland Limited Fairlee Properties Limited
Sean O'Casey Community Centre Greencastle Limited
East Wall Limited IDA Ireland
NEDCSI Limited Castle Elms Management Ltd
The Employment Network Limited Castlefort Construction Ltd
North Wall Community Training Extreme Properties Ltd
Centre Limited
Ballybough Youth Project Limited Norplat PLC
Spurt Concepts Limited
RISK FACTORS
The exploration for and development of natural resources is a highly speculative activity which involves a high
degree of financial risk. Before deciding whether to invest in the Ordinary Shares, prospective investors
should carefully consider the risks described below which will apply to the Company together with all other
information contained in this announcement. If any of the following risks actually occur, the Company's
business, financial condition and/or results of operations could be materially and adversely affected. In such
case, an investor may lose all or part of his or her investment. Additional risks and uncertainties not
currently known to the directors may also have an adverse effect on the Company's business, and the information
set out below is not and does not purport to be an exhaustive summary of the risks affecting the Company.
General project risks
The project described in this document is at an early stage of development and carries an element of
uncertainty and, therefore, risk as regards both operating parameters and costs. Such operating parameters and
costs can be difficult to predict and may be affected by factors outside the Company's control. Any revenues
which may be generated from the projects described in this document and any other project in which the Company
invests are likely to be subject to volatile market prices and to be affected by numerous factors which are
beyond the Company's control. These factors include global and regional economic and political events and
international economic trends, as well as a range of other market forces.
Exploration risks
The business of exploration for natural resources involves a high degree of risk. Few properties that are
explored are ultimately developed into producing properties. The operations of the Company may be disrupted by
a variety of risks and hazards which are beyond the control of the Company, including geological, geotechnical
and seismic factors, environmental hazards, industrial accidents, occupational and health hazards, technical
failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to
inclement or hazardous weather conditions, and other acts of God. These risks and hazards could also result in
damage to, or destruction of, production facilities, personal injury, environmental damage, business
interruption, monetary losses and possible legal liability. No assurance can be given that the Company will be
able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be
adequate and available to cover any such claims.
Operating History
The Company does not have an established trading record. The Company has not earned income or profits to date
and there is no assurance that it will do so in future. The Company's activities will initially be directed to
the search for and the development of oil deposits. Significant capital investment may be required to achieve
commercial production from successful exploration efforts.
Future Payment of Dividends
There can be no assurance as to the level of future dividends. The declaration, payment and amount of any
future dividends of the Company are subject to the discretion of the Directors and shareholders of the Company
and will depend, inter alia, on the Company's earnings, financial position cash requirements and availability
of profits as well as the provisions of relevant laws and/or generally accepted accounting principles from time
to time. The Company has no plans to pay a dividend in the immediate future.
The Group's Objectives may not be fulfilled
The ability of the Board to implement the Group's strategy could be adversely affected by changes in the
economy and/or industry in which it operates. Although the Group has a clearly defined strategy and the Board
is optimistic about its prospects there can be no guarantee that its objectives or any of them will be achieved
on a timely basis or at all.
Dependence on Directors
The Company is dependent on its current Directors. Whilst it has entered into contractual arrangements with the
aim of securing the services of those Directors, the retention of their services cannot be guaranteed.
Accordingly the loss of any Directors of the company may have an adverse effect on the future of the Company's
business.
Probable Requirement for Additional Capital
It is likely that the Company will need to raise further funds in the future, either to provide additional
working capital to complete the proposed work development programme or for the acquisition of additional lease
areas. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or
that new investors will be prepared to subscribe for Ordinary Shares at the same price as the Placing Price, or
higher. Shareholders may be materially diluted by any further issue of Ordinary Shares by the company.
Liquidity and marketability of shares
The prices of publicly quoted securities can be volatile. The price of securities is dependent upon a number of
factors, some of which are general or market or sector specific and others of which are specific to the
Company. In addition, the market for shares in smaller public companies is less liquid than for larger
companies. Therefore, an investment in the Ordinary Shares may be difficult to realise and the price of the
Ordinary Shares may be subject to greater fluctuations than might otherwise be the case.
SUBSTANTIAL SHAREHOLDERS
As far as the Directors are aware, the following persons were directly or indirectly interested in three per
cent. or more of USOIL's issued ordinary share capital on Admission. The interests of the Directors include
their family and connected persons, as defined in the PLUS Rules for Issuers.
:
Name Number of Ordinary Shares Percentage of
total issued
ordinary Share
capital
*James T Guiry**** 3,161,937 11.9%
*Brian J McDonnell*** 4,655,000 17.5%
Liam T McGrattan** 3,645,576 13.7%
Nial P Ring* 4,490,000 16.9%
Denis O' Sullivan 1,500,000 5.6%
Humphry O' Sullivan 1,500,000 5.6%
SVS Securities Plc 1,763,161 6.6%
*Included in Brian McDonnell, Nial Ring and James T. Guiry's holdings are shares owned by Spurt Concepts
Limited, a company of which Brian McDonnell, Nial Ring and James T. Guiry are shareholders and directors.
**Included in Liam McGrattan's holding is the holding of Wilhan Ltd., a company wholly owned by Liam McGrattan.
***Included in Brian McDonnell's holding is the holding of Carrefour Training and Development Ltd., a company
of which Brian McDonnell is a shareholder and director.
****James T. Guiry's holding includes Ordinary Shares held by his wife via both joint and several holdings.
OTHER
Save for the addition of the funds raised through the Placing, there has not been a significant change in
either the financial condition or business performance of the Company since 31 August 2009, which is the end of
the last period for which the audited accounts set out in Part IV of the Company's Admission Document have been
prepared. The Company does not have any outstanding instruments issued which are convertible into, or confer a
right to subscribe for, Ordinary Shares. U.S. Oil and Gas plc is an Irish registered company No. 471932.
THE DIRECTORS OF THE ISSUER ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT.
PLUS Corporate Adviser SVS Securities Plc
21 Wilson Street
London
EC2M 2SN
020 7638 5600
corporatefinance@svssecurities.com
Broker SVS Securities Plc
Ian Callaway / Alexander Mattey
020 7638 5600
U.S. Oil and Gas plc Brian McDonnell
T/P: +353 (0) 87-2383419
Email: info@usoil.us
Notes to Editors:
U.S. Oil and Gas Plc is an independent oil and gas exploration group, which is quoted on PLUS-quoted in London.
The Group holds exploration acreage in Nevada, USA.
For further information please refer to our website at: www.usoil.us
and press room at: www.usoil.us/press-room
U.S. OIL AND GAS PLC