TransAtlantic has entered into an agreement ("Purchase Agreement") with Direct Petroleum Exploration ("DPE") under which TransAtlantic Worldwide would acquire 100% ownership of Direct Petroleum Bulgaria EEOD ("Direct Bulgaria"), Direct Petroleum Morocco, Inc. and Anschutz Morocco Corporation (together the "Direct Morocco Subsidiaries"). Closing of the transaction, which is expected to occur by February 15, 2011, is subject to regulatory approvals, approval of DPE's shareholders and other customary closing conditions.
"The acquisition of Direct Bulgaria will add significant opportunities for the Company, and geographically it bridges our operations in Turkey and Romania. The deep gas potential evidenced by the Deventci discovery well and the significant shale potential in the Etropole formation provide near-term and long-term catalysts for the Company, without unnecessarily diverting resources from our core assets in Turkey. The addition of the interests in Morocco allows TransAtlantic to consolidate our ability to develop the prospects there," said Malone Mitchell, the Company's Chairman.
Acquisition of Direct Bulgaria and the Direct Morocco Subsidiaries
Under the terms of the Purchase Agreement, at closing TransAtlantic Worldwide will pay DPE $2.0 million in cash and the Company will issue to DPE 8,924,478 shares of the Company's common stock in a private placement. In addition, based on the achievement of three distinct defined milestones (primarily keyed to commercially viable success on certain licenses in Morocco and Bulgaria), DPE would be entitled to receive additional shares of the Company's common stock with an aggregate value of up to $26.0 million.
Upon the closing of the transaction, TransAtlantic will be the parent company of Direct Bulgaria, which owns 100% of the working interests in the A-Lovech exploration license and the Aglen block license, covering an aggregate of approximately 600,000 acres (2,288 square kilometers) in Bulgaria. The A-Lovech license contains the Deventci R-1 well, which discovered a hydrothermal dolomite reservoir in the Jurassic Orzirovo formation at a depth of approximately 4,200 meters. The well is currently producing approximately 250 mcf per day, on a limited test basis, which is processed in a CNG facility adjacent to the Deventci R-1 well. The Company plans to appraise this discovery by drilling a second well, the Deventici-R2, on the A-Lovech license later this year which will be located based upon a recently acquired 3D survey over the discovery area.
The A-Lovech license is also estimated to contain over 300,000 acres prospective for Etropole shale (at a depth of approximately 3,800 meters) which was recently certified as a geologic discovery by the Bulgarian government. It is anticipated that coring the Etropole interval in the Deventici R-2 well will greatly enhance the technical understanding of the potential of this shale play. The third established prospective area is a deep gas field on the Aglen block license that produced approximately 9 Bcf before being abandoned in the late 1990s.
Direct Morocco Subsidiaries
Upon the acquisition of the Direct Morocco Subsidiaries, the Company will own 100% of the working interests in all of its licensed interests in Morocco, including the Asilah and Ouezzane-Tissa exploration permits (subject to participation of 25% by the Kingdom of Morocco once production is achieved), thereby providing the Company with the option to further exploit its opportunities in Morocco.
On the Tselfat exploration permit in Morocco, the Company and its partner, ONHYM, have put the HR-33 well on an extended test to determine its commerciality. The crude oil produced during the test will be trucked approximately 200 kilometers to the refinery operated by SAMIR at Mohammedia, Morocco.
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