Strategic Share Placement/Divestment of 25% Derby Block
Melbourne, Jan 24, 2013 AEST (ABN Newswire) - The Directors of Oil Basins Limited (ASX:OBL) are pleased to make the following ASX announcement.
Strategic Share Placement
As the Company anticipates that it will soon be awarded at least 50% of petroleum exploration permit 5/07-8EP (Derby Block), refer to Figures 1 & 2, OBL has arranged a modest capital raising, with the funds so raised to be used by OBL as general 'top-up' working capital and to assist the Company's initial funding of its interest in the Derby Block.
OBL advises the following:
- Company has placed of 17.85 million new fully paid OBL ordinary shares @ 3.5 cents per share raising circa $625,000 to sophisticated and corporate investors. In addition 17.85 million new free listed OBLOB options (exercisable on or before 30 June 2014 at 4 cents) will be granted on a 1 for 1 basis.
- As a result of the Placement the Albers Group ASX-listed oil & gas exploration associate, Octanex N.L. (ASX code OXX) ("OXX" or "Octanex"), will increase its shareholding by 15.0 million fully paid OBL ordinary shares from circa 2.222 million to 17.222 million and will hold 15.0 million OBLOB options.
- Post placement OXX will hold 3.02% directly of OBL, and Mr E G Albers and his Associates ("Albers Group"), a substantial shareholder in OBL, will increase its overall interest in OBL from 7.03% to 9.97% (56,355,266 fully paid OBL ordinary shares).
- There is no agreement or arrangements for OXX or the Albers Group to have any director or representative appointed to the board of OBL.
Derby Block - Conditional Sale of 25% Interest to OXX
In readiness for the finalisation of the formal grant of the permit for the Derby Block "Permit") by the Minister and the WA Department of Mines and Petroleum (DMP), anticipated during February/March 2013, OXX has contracted to acquire a 25% interest in the Permit from OBL on the following terms:
- OBL has agreed to divest a 25% interest in the Permit to OXX for $1.75 million.
- The Sale and Cooperation Agreement entered into between OBL and a wholly owned subsidiary of OXX :
- provides for adoption a Joint Venture Agreement (JVA) for the Derby Block, once the Permit is granted;
- provides for interim co-operation relating to the Derby Block, pending finalisation of a JVA; and
- provides for long-term co-operation between OBL and OXX subsequent to grant of the Permit to ensure that future CSG and USG/USO work programs can be readily administered and managed by OBL.
As announced by Octanex today:
- It approves and supports the process for formal arbitration of the future act, namely the grant of petroleum exploration permit application 5/07-8 EP, under section 35 of the Native Title Act 1993(Cth) for determination by the NNTT, as managed to date by OBL.
- Following a technical, legal and commercial due diligence review of the Derby Block, Octanex' is interested in exploring for both conventional and unconventional oil and gas but with primary focus USG (with particular and immediate focus being placed on exploration of the potentially liquids-rich Laurel shale formation basin-centred USG/USO play).
- Octanex proposes the appointment of OBL as operator of the Permit.
- That Octanex supports OBL's plans to seek major interest from oil & gas supermajors for a farm-in to the Derby Block, to provide competition in the domestic gas market should exploration within the Derby Block be successful.
The Directors of OBL believe that, by contrast with the prior proposed transaction (refer to OBL's ASX releases dated 15 November 2012 and 15 January 2013), the present transaction is more of benefit to OBL and its shareholders.
The present transaction offers the Company certainty. There are no shareholder approval requirements and the terms of the transaction are certain. The transaction does not merely create options to enter into a transaction or transactions. The shareholder dilution effect of the transactions is minimal with Octanex only acquiring 15 million shares and a like number of June 2014 options, compared with the previous proposed issue of 120 million shares and attaching 100 million long (4 year) dated options exercisable at 9 cents.
Further the transaction leaves OBL with a higher free float at 90% compared with 75% (which is important should OBL ultimately be re-rated for any ASX Accumulation Index).
Importantly, the transactions leave OBL as not controlled by any major shareholder and consequently maintains any future takeover premium which OBL may attract.
The future funds to be provided to OBL by OXX for the 25% sale interest (after grant and upon transfer) are sufficient to fund OBL work commitment obligations for its remaining 25% of the Permit for all of Year 1 work program (a 500 line km 2D seismic survey during 2013) and portion of its Year 2 work program obligations.
Further funds will be raised as and when required for future programs.
View the full Oil Basins announcement at the link below:
Oil Basins Limited