May 9, 2017 - 2:00 AM EDT
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Goldcrest Resources Plc - GM Result, Issue of Equity, Name and Board Changes

9 May 2017

Goldcrest Resources plc
(“Goldcrest” or the “Company”)

Result of GM, Issue of Equity, Name Change to Block Energy plc and Board Changes

The Company announces that at the General Meeting held at 3 St Michaels Alley, London EC3V 9DS, all resolutions were approved.

As per the announcement of 26 April 2017, with the passing of the resolutions, the Placing ordinary shares in the Company will now be issued. The Company has placed 77,800,000 ordinary shares at a price of 0.5 pence to raise £389,000. A further £9,000 was raised subsequent to the placing announcement of 26 April 2017. The conversion of the unsecured convertible loan note into 20,000,000 ordinary shares to Pelamis Investments Ltd, will also now take place.

As per the Agreement announced on 11 April 2017, which provided for the acquisition by the Company from GOG of 100% of the shares of GOG Norioskhevi, which has a 38% participating interest in the Norio PSA in the Republic of Georgia, with the passing of the resolutions, the issuance of US$300,000 of Ordinary Shares in the Company to the vendor at a share price of 0.5p per share will now take place. 46,317,740 ordinary shares will be issued pursuant to the acquisition of GOG Norioskhevi.

In addition to the Placing, the board of the Company have resolved to issue 500,000 ordinary shares in lieu of fees to Gareth Northam, director of the Company, for services to the Company at the Placing price.

Name Change to “Block Energy plc”

In line with the Company’s change of focus from gold exploration into oil and gas, the Company’s name change becomes effective as of market opening on Wednesday 10 May 2017 and the Company’s trading symbol (or TIDM) will also change to BLOK from opening of market trading on 10 May 2017, to reflect its new name.

Directorate Changes

Goldcrest  announces that Mr Timothy Richard Beresford Parsons has been appointed to the board with immediate effect as a Non-Executive Director.

The Company also announces that Gareth Northam has resigned as Non-Executive Director with effect from 31st May 2017, in order to focus on his other business interests. Gareth has been a key supporter of the Company during the transition to a Georgia focused oil and gas development company and the Company would like to thank Gareth for his efforts and wishes him the best with all future endeavours.

Tim Parsons is a Petroleum Engineer with 35 years global experience on and offshore from deep water operations in the Far East to onshore multi-rig operations in the Middle East, Amazon and Europe. Roles include Superintendent role, at Schlumberger and Executive at Occidental Petroleum.

The following information is disclosed pursuant to paragraph 21 of Appendix 1 of the NEX Growth Market "Rules for Issuers".

Tim Parsons, aged 59

Mr. Parsons holds or has held the following directorships and/or partnerships in the last five years:

Current: Lakeside Oil Ltd, TPH Oil & Gas Ltd and TRBP Ltd.

Past: none

There is no further information which is required to be disclosed.

Paul Haywood Executive Director commented: “The Company is pleased to announce the closing of an oversubscribed placing of £389,000, which offers a strong signal of the markets interest in the Company’s activity at this time, support of forward plans and confidence in management’s ability to execute.

In line with the Company’s announcement on the 26th April, Independent Consultants have now been engaged, to complete a Competent Persons Report (“CPR”) on the Norio field, which is expected to yield an upgrade in field Reserves and Resource potential, underpinning managements planned forward work programmes.

Furthermore, the Company would like to welcome Mr Timothy Parsons to the Board, a highly experience drilling engineer and thank Mr Gareth Northam for his time with the Company.

I look very forward to announcing our progress to the market in due course”.

On completion of the Placing and the issue of the GOG  Norioskhevi ordinary shares, the following disclosable interests in the share capital of the Company, have been made as follows:

Name Amount of Ordinary Shares                         Percentage
Pelamis Investments Ltd* 90,000,000 23.69
Gledhow Investments plc 15,200,000 4.00
Jeremy Edelman 15,000,000 3.95
Georgian Oil and Gas Ltd 46,317,740 12.19

 *        David Steinepreis owns 39 per cent. Of Pelamis Investments Ltd

**      Roger, Gary and Derek Steinepreis, all brothers of David Steinepreis, own together 17,000,000 ordinary shares following the Placing

***    David Steinepreis owns a further 3,000,000 ordinary shares following the Placing

****  Together, Pelamis Investments Ltd and the Steinepreis brothers own 28.95 per cent. of the issued share capital following the Placing

On completion of the placing  and the issue of the GOG Norioskhevi ordinary shares, the Directors disclosures in the Company are as follows:

Name Amount of Ordinary Shares                         Percentage
Niall Tomlinson 8,673,637 2.28
Paul Haywood 8,273,637 2.18
Gareth Northam 900,000 0.24

Following the issue of the 144,617,740, as per above, new ordinary shares, Goldcrest has 379,841,048 Ordinary Shares in issue, which also represents the total number of voting rights in the Company. This figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules. 

The Directors of the Company accept responsibility for this announcement.

For further information contact:

Goldcrest Resources plc
Technical Director
Niall Tomlinson

Tel:  020 3053 3631
[email protected]
Peterhouse Corporate Finance Tel +44 020 7469 0930
Guy Miller

Source: PR Newswire (May 9, 2017 - 2:00 AM EDT)

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