Decklar Petroleum and San Leon have agreed to new terms on financing arrangements whereby San Leon will advance US$4,750,000 immediately and an additional US$2,000,000 by April 30, 2022 (or San Leon will accept a pro rata reduction in its shareholding in Decklar Petroleum).
Terms of previously announced agreements between Decklar Petroleum and San Leon have been modified in order to complete the transaction.
The Option Agreement that would have entitled San Leon to additional participation in the Oza Oil Field and additional ownership in Decklar Petroleum has been terminated.
San Leon will be involved in planning and location of the first new well to be drilled on the Oza Oil Field.
CALGARY, Alberta, Jan. 27, 2022 (GLOBE NEWSWIRE) -- Decklar Resources Inc. (TSX-V: DKL) (OTCQX: DLKRF) (FSE: A1U1) (the “Company” or “Decklar”) is pleased to announce the closing of a funding agreement with San Leon Energy Plc (“San Leon”) whereby the previously announced Subscription Agreement will be completed for gross proceeds of US$7,500,000 (of which US$750,000 was previously paid as a refundable deposit) with US$4,750,000 paid immediately and US$2,000,000 to be paid by April 30, 2022.
As detailed below, in 2020, the Company announced that San Leon had conditionally agreed to advance US$7,500,000 by way of a loan to Decklar’s wholly-owned subsidiary, Decklar Petroleum Limited (“Decklar Petroleum”). San Leon also announced that it was subscribing for a 15% equity interest in Decklar Petroleum in order to participate in the Oza Oil Field in Nigeria. San Leon advanced an initial deposit of US$750,000 at the time of the agreement, with US$6,750,000 of San Leon’s proposed loan remaining in escrow and to be released upon satisfaction (or waiver) of certain conditions precedent. Delays were experienced in concluding conditions precedent to the San Leon transaction, and Decklar proceeded to complete the re-entry and testing of the Oza-1 well. Based upon the Oza-1 well test, which indicated positive oil results from two zones and gas in a third zone, San Leon has agreed to advance the additional funds and to proceed with its investment in Decklar Petroleum. Decklar has agreed to modified terms to proceed with the arrangement with San Leon and to involve San Leon in future development planning.
Accordingly, the parties have agreed to amendments by way of a binding letter of intent (“Binding LOI”) and have committed to implement the amendments to the definitive documents. The principal terms of the Binding LOI are as follows:
1. San Leon has agreed to proceed with its 15% equity investment in Decklar Petroleum, waiving the remaining conditions precedent.
2. Of the US$6,750,000 of funds currently held in escrow, US$4,750,000 will be advanced to Decklar and the remaining US$2,000,000 will be returned to San Leon. San Leon is obligated to either advance a further US$2,000,000 in Decklar by April 30, 2022 or, alternatively, accept a pro rata reduction in its shareholding in Decklar Petroleum.
3. San Leon has agreed to waive its option to invest in an additional 15% equity interest of Decklar Petroleum and will also no longer provide the second planned loan of US$7,500,000 in Decklar.
4. Decklar Petroleum has agreed that San Leon will be fully involved in the planning and determining the location of the first new well to be drilled on the Oza Oil Field.
Subscription Agreement
As previously announced, in 2020 Decklar entered into a subscription agreement (the “Subscription Agreement”) with San Leon, an AIM listed public company focused on Nigerian production and development assets, which is arm’s length to the Company (within the meaning of the policies of the TSX Venture Exchange). The Subscription Agreement entitles San Leon to purchase US$7,500,000 of 10% unsecured subordinated loan notes of Decklar Petroleum (the “Loan Notes”) and 1,764,706 ordinary shares (“Decklar Petroleum Shares”) of Decklar Petroleum (representing 15% of the share capital of Decklar Petroleum) for a cash consideration of US$7,500,000 and N1,764,706, respectively. In addition, Decklar Petroleum and San Leon had the right to enter into an option agreement (the “Option Agreement”) that would have entitled San Leon to purchase an additional US$7,500,000 of Loan Notes (the “Option Loan Notes”) and 2,521,008 Decklar Petroleum Shares (resulting in an additional 15% of the share capital of Decklar to San Leon) for cash consideration of US$7,500,000 and N2,521,008, respectively. San Leon has now agreed to terminate the right to enter into the Option Agreement.
The Subscription Agreement provided for certain conditions precedent to be confirmed prior to finalizing and issuing of the Loan Notes and Decklar Shares, including entering into an agreed form of shareholders’ agreement in respect of Decklar and the restructuring of certain historical indebtedness by the owner/operator of the Oza field, Millenium Oil and Gas Company Limited (“Millenium”), to the satisfaction of San Leon at its sole discretion. Concurrently with entering into the Subscription Agreement, San Leon advanced US$750,000 as an initial deposit (the “Deposit”) with the release of the balance of the US$7,500,000 being subject to the satisfaction (or waiver) of the conditions precedent contained in the Subscription Agreement. All of the conditions precedent have now been satisfied or have been waived by San Leon. The terms of the shareholders’ agreement provide San Leon with the right to nominate up to two (2) nominees to the board of directors of Decklar Petroleum (“Decklar Petroleum Board”), with Decklar having the right to nominate up to four (4) nominees to the Decklar Petroleum Board. The shareholders’ agreement provides that certain fundamental decisions in respect of Decklar Petroleum require the approval of 75% of the votes eligible to be cast at a directors’ meeting, including approval of the annual business plan and budget and the incurrence of any expenditure outside of the ordinary course in excess of US$200,000.
Loan Notes
The terms of the Loan Notes provide for an interest rate of ten (10)% per annum, which accrues on a quarterly basis and will have a maturity date that is five (5) years from the date of issuance. No payments (whether on account of interest or principal) are required under the Loan Notes unless there are available funds from operations of the Oza Oil Field (after taking into account any required debt servicing payments, general and administrative expenses, approved joint venture capital and operating costs required to be funded by Decklar Petroleum under the terms of agreements with Millenium, taxes and other statutory payments) (the “Available Funds”). 75% of available Funds shall be applied to the payment of interest and principal in respect of the Loan Notes until they are repaid in full. Decklar Petroleum also has the right to voluntarily prepay the loan prior to maturity without penalty. The Loan Notes are unsecured, subordinated and contain customary events of default. The Loan Notes do not contain any financial or other maintenance covenants.
The transactions contemplated by the Subscription Agreement and Binding LOI are subject to final approval by the TSX Venture Exchange.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Language
Certain statements made and information contained herein constitute "forward-looking information" (within the meaning of applicable Canadian securities legislation), including entering into definitive agreements in respect of the amendments contemplated by the Binding LOI. All statements in this news release, other than statements of historical facts, are forward-looking statements. Such statements and information (together, "forward looking statements") relate to future events or the Company's future performance, business prospects or opportunities. There is no certainty that definitive agreements in respect of the Transaction will be entered into, or that any conditions precedent contained therein will be satisfied on terms satisfactory to the parties or at all.
All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements.
The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
