Northern Petroleum has agreed to divest interests in its assets to High Power Petroleum LLC (H2P), for $2.5m cash and the application of $0.25m of well stimulation services by Blue Spark Energy Inc., an affiliate of H2P.
The Company also announces a proposed direct subscription, subject to shareholder approval, to raise gross proceeds of up to £5.1m at a price of 3.5p a share via two tranches.
The Issue Price represents a premium of 12% to the middle-market closing price per ordinary share of 3.125p on 29 November 2016, being the last business day prior to this announcement.
A proposed open offer for up to 21,500,000 new ordinary shares with nominal value of 1 pence each in the capital of the Company (“Ordinary Shares”) at the Issue Price, raising up to an additional £0.8 million, will be made to existing qualifying shareholders.
Total funds realised from the Consideration, the Subscription and Open Offer will total up to $9.7m (c.£7.8m).
DETAILS OF DISPOSALS:
Subject to the approval of the Subscription by shareholders, the Company will divest to H2P for the Consideration the following interests in the Group’s assets (the “Disposals”):
– a 25 per cent. interest in all of the Company’s Canadian licences, wells and facilities (“Canadian Assets”);
– a 10 per cent. interest in the Company’s Italian offshore southern Adriatic exploration permits (“Italian Permits”) and exploration permit applications (“Italian Applications”), if granted; and
– a 25 per cent. interest in the Company’s onshore Australian licence (“Australian Asset”).
The Company has also agreed to grant H2P options to increase its interest in the Group’s assets as follows:
– an increase in the Canadian Assets from 25 per cent. to 50 per cent. by agreeing to pay an additional US$4 million before 31 December 2017;
– an increase in the Italian Permits and Italian Applications, if granted, from 10 per cent. to 50 per cent. by funding an appraisal well on the Giove oil discovery in permit FR.40 up to a cap of US$15 million; and
– an increase in the Australian Asset from 25 per cent. to 50 per cent. by funding US$1 million of seismic acquisition and processing.
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