Shareholders Approve Geo-Fluids’ Bid to Beef Up Share Capital to N25bn from N2.12bn

•Okay name change

•Company seeks to raise N22.87 billion by special placement, private placement, public offer, rights issue, others

James Emejo in Abuja

Shareholders of Geo-Fluids Plc, yesterday, approved the company’s proposal to boost its share capital to N25 billion, from N2.12 billion, by creation of an additional 45.74 billion ordinary shares of 50 kobo each.

Shareholders further authorised the company’s directors to raise additional  N22.87 billion by “way of special placement, private placement, public offer, rights issue, extraordinary grant of shares and/or any other such methods as they deem fit either in Nigeria or internationally, on or at such dates and on such terms and conditions as shall be determined by the directors, subject to the applicable regulatory requirements in the relevant jurisdictions as may be applicable for the capital raise”.

The shareholders equally approved that the name of the company be changed from Geo-Fluids Plc to “The Geo-Fluids Group Plc”, to expand its bitumen business, among other objectives.

At the company’s fourth Annual General Meeting (AGM) in Abuja, shareholders further authorised the company to issue additional shares to the Chairman/Chief Executive, Geo-Fluids Plc, Mr. Jacob Babadiya Esan, as a further performance incentive subject to detailed schedules and, subject to the discretion and approval of the Board, upon the successful achievement of detailed milestones. These included, among other things, the successful procurement of Oil Prospecting Licenses (OML), mining fields, petroleum prospecting licenses, lithium licenses, bitumen/hydrocarbon licenses and/or other mining leases in the “name of the company or in conjunction with another company, whether independently or in partnership with other companies and/or eventually transferred to the company”.

The incentive was also tied to potential listing of the company’s shares on the Nigerian Exchange (NGX) and delisting from NASD Plc as well as listing of the company’s shares on any recognised international North American Stock Exchange, including, but not limited to, the New York Stock Exchange, Johannesburg Stock Exchange, Australian Securities Exchange, NASDAQ, or the Toronto Stock Exchange.

The incentive was promised on the acquisition of a Special Purpose Acquisition Company, listed on an International Stock Exchange.

Esan, in his remarks to shareholders, declared that the once troubled company stood at a new threshold in its history.

He said, “The receivership is behind us, the governance structure has been restored, and the company is now repositioned to pursue new and complementary business opportunities with clarity and purpose.

“The journey has been difficult, but the foundation for sustainable growth is now firmly in place.

“Together, we will continue to build a more resilient, dynamic, and competitive Geo-Fluids Plc.”

He explained that when he assumed leadership of the company in September 2018, it was going through a prolonged and challenging period of receivership.

Esan said, “I am happy to report the receivership was successfully vacated in 2023. However, the mandate was clear; exit receivership, restructure the business, rebuild governance, ensure compliance, and chart a new path toward sustainable growth.

“Today’s meeting stands as a testament to how far we have come since the discharge of the receivership and the beginning of our recovery.”

citing the board’s commitment to transparency, Esan presented to shareholders for consideration, the company’s audited financial statements for 2012 to 2024.

He said, “These accounts capture a period marked by operational dormancy, financial strain, and the eventual restructuring initiatives that followed the receivership.

“While the delay in reporting is deeply regretted, it was an unavoidable consequence of the condition in which the company was inherited.

“Today, however, we are clearing all outstanding obligations and fully restoring the company to statutory and regulatory compliance.

“This is a significant step in rebuilding credibility and preparing Geo-Fluids Pic for a new phase of orderly growth.”