Nu-Oil and Gas plc (AIM:NUOG) signed a heads of terms to acquire Guardian Maritime Limited (GML) and Guardian Barriers Ip Limited (GBI) for £4 million on March 8, 2021. Under the transaction, NUOG will acquire GML for £0.65 million and GBI for £3.35 million. The GML Consideration shall be satisfied through the issue of new ordinary shares in NUOG on Main Market Admission. The GBI Consideration shall be satisfied through £0.35 million in cash plus a deferred consideration of up to £2 million through the issue of Ordinary Shares, of which up to £1 million will be issued on each of the first and second anniversary of Main Market Admission, subject to the 12 month and 24 month post Proposed Transaction closing sales performance of GUARDIAN meeting stated growth targets in 2021 and 2022. A 6% cash royalty will also be paid on the net cash received on sales of the GUARDIAN product up to a maximum level of £1 million. As a part of transaction, NUOG intends to apply to be admitted to the Standard Segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange (“Main Market Admission”). NUOG intends to undertake a placing in order to provide the enlarged group with the necessary working capital for at least 12 months from Main Market Admission. To provide sufficient working capital to commence the transaction, NUOG has raised £0.215 million through the issue of 1.075 billion new Ordinary Shares at a placing price of £0.0002 per share. It is expected that completion of the Placing will take place on March 11, 2021. NUOG has agreed, in principle, with C4 Energy Ltd, as part of this transaction to restructure the outstanding debt obligation of £2.5 million. NUOG has also reached agreement with YA II Ltd to restructure its outstanding historical debt obligation. NUOG will also seek shareholder authority to, inter alia, change the Company name to Guardian Global Security Plc. Gary Smith has agreed to join NUOG as Chief Executive Officer on completion of the transaction. NUOG also intends to appoint Philip Campion to the Board as a Non-Executive Director. Additionally, it is intended that the founders of GML and GBI, David and Teresa Stevens will be retained as part of the future team and appointed as Chief Sales and Chief Technical Officers, respectively. To support the new Leadership team, Jay Bhattacherjee has today been appointed as Executive Chairman (formerly Non-executive Chairman) and Frank Jackson has been appointed as Chief Financial Officer (formerly Non-executive Director) with immediate effect. Closing of the transaction and admission of NUOG's enlarged share capital to the Standard Segment, remains subject to a number of factors, including receipt of NUOG shareholder approvals and the necessary regulatory approvals. Rory Murphy, Ritchie Balmer and Jack Botros of Strand Hanson Limited and Jon Bellis of Novum Securities Limited acted as financial advisors to Nu-Oil and Gas plc.