Term Sheets Signed to Acquire Producing Russian Oil Assets and US$2 million Convertible Loan
Zeta Petroleum plc, the ASX listed oil and gas exploration and production company, is pleased to announce it has signed a non-binding term sheet to acquire Stikito Ltd (‘Stikito’) a private company which has a 100% owned interest in four production and exploration licences (the “VES Project”), located in the prolific Volga Urals basin, Orenburg Oblast region of the Russian Federation. The licences are currently producing circa 220 barrels of oil per day (“BOPD”) and a 2012 independent reserves report (“IRR”) issued to a former owner indicates 2P reserves of 12.8 million barrels of oil equivalent. This proposed acquisition is in line with the Company’s strategy to build a leading exploration and production company, with Russia being a natural step-out from the current Eastern Europe focus area.
The 280km² VES Project is located close to the supergiant Orenburg field, and the world class Karachaganak field. The VES Project consists of four previously producing or currently producing licences: Nikiforovskoye; Voinskoye; Veselovskoye; Besedinskoye. The VES Project offers significant development potential including low cost workovers of existing wellbores and high impact drilling to new horizons.
In order to fund the initial upfront acquisition cost, Zeta has signed a heads of terms with an existing shareholder, subject to the VES Project acquisition completing, to provide a US$2 million convertible loan, with 50% of the loan convertible at 1 cent per share and 50% of the loan convertible at the lower of 3 cents and the average 30 day share price prior to conversion. In addition, the lender will be granted 10 million share options with an exercise price of 5 cents for a period of 3 years.
Successful due diligence is to be completed before a binding legal agreement between Zeta and the shareholders of Stikito is executed. Upon completion total consideration will become payable as follows:
● a cash payment of US$2,000,000 within 15 days of signing a binding legal agreement;
● the allotment of 155 million ordinary shares in Zeta at an issue price of 5 cents per share; and
● subject to Stikito’s assets maintaining average oil production levels in excess of 220 BOPD for 90 days, Zeta shall pay an additional cash consideration of US$1,000,000.
This equates to a purchase price of approximately US$0.38 per barrel of 2P reserves based on Zeta’s current share price, which the Company believes is a very attractive multiple.
The term sheet to acquire the VES Project and the convertible loan term sheet are both non-binding and there can be no certainty that the transactions contemplated by them will complete in a particular time frame or at all.