Sonde Resources Corp. announced today that it has reached an agreement with Niko Resources Ltd. (“Niko”), under which Niko will acquire Sonde’s interest in Block 5(c), located off the east coast of Trinidad and Tobago, for an aggregate purchase price of US$87.54 million. The purchase price is to be satisfied at closing via US$75.5 million, and the assumption of Sonde’s liability up to US$12.04 million under the performance guarantee provided for the Block MG Exploration and Production (Public Petroleum Rights) license in Trinidad and Tobago, which will be assigned to Niko at closing for nominal consideration.
The agreement is subject to the satisfaction of certain conditions including waiver of rights of first refusal and approval from the Ministry of Energy and Energy Affairs for Trinidad and Tobago. Closing is expected to occur on or before February 28, 2011, subject to extension to facilitate obtaining all required approvals. Niko has agreed to pay a refundable cash deposit of US$20 million to Sonde upon receipt of a waiver of the rights of first refusal in respect of Block 5(c). Sonde has agreed to pay a US$2 million break fee to Niko in the event that such rights of first refusal are exercised and Block 5(c) is transferred pursuant to the exercise of such rights.
In addition to the above consideration, after closing the transaction Sonde will be entitled to reclaim an additional US$20 million on security deposit with BG International Limited (“BG”), which is currently captured on Sonde’s balance sheet as restricted cash, bringing the total unrestricted cash available from this transaction to approximately US$95 million.
Due to the large capital expenditure requirements and an unclear development timeline for Block 5(c), management and the Board have determined that a sale of Block 5(c) will best capitalize the Company to pursue its future growth plans. The sale of Block 5(c) is part of a broader strategic review that will position the Company for production and reserve growth over the next several years.
Accelerated development of Western Canada: A portion of the proceeds will be used to accelerate development of Sonde’s position in Western Canada. These assets contain significant under-developed oil resource opportunities that management intends to exploit with a view to improving the Company’s corporate oil and gas mix.
Drilling of Zarat North-1 well in North Africa: Proceeds will also be used to fund ongoing costs required to complete and test the Zarat North-1 well (100% working interest), and other near-term activities on the 7th of November Block. The well spudded Nov. 24 and has reached terminal depth, with testing and evaluation in progress. Sonde anticipates that it will be able to provide an update of the well in early Q1 2011.
Strategic review of Liberty LNG: Sonde is continuing to review alternatives with respect to its 100% working interest in the Liberty LNG project.
“The sale of Trinidad assets is part of a progression of strategic initiatives within Sonde to allow the Company to focus its business strategy, increase profitability and improve its balance sheet position”, said Jack Schanck, President and CEO of Sonde. “This sale will enable Sonde to refocus its efforts on its core, operated exploration and development opportunities in Western Canada and North Africa and will better position the Company for growth in production, cash flow and reserves over the next several years.”
RBC Capital Markets is acting as financial advisor to Sonde with respect to the proposed transaction and has provided the Board of Directors of Sonde with an opinion that as of December 21, 2010, the consideration to be received by Sonde under the proposed transaction is fair, from a financial point of view, to Sonde.
Sonde Resources Corp. is a Calgary, Alberta, Canada based diversified global energy company engaged in the exploration and production of oil and natural gas and in the development of a liquefied natural gas (“LNG”) project. Its operations are located in Western Canada, offshore Trinidad and Tobago, North Africa, and offshore Eastern United States.
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