AEP to Proceed with Proportional Bid for Australia's Armour Energy

Australia's Armour Energy Limited (Armour) confirmed Friday that its shareholders voted in favor of all resolutions put to the EGM (extraordinary general meeting) held today, enabling the American Energy Partners (AEP) Northern Territory Farm-Out to proceed (subject to the satisfaction of the remaining conditions).

Having received Shareholder approval for the AEP Northern Territory Farm‐Out, American Energy Partners’ proportional bid for 13.62 percent of each Armour Energy Shareholders’ Shares at $0.1786 (AUD 0.25) per Share will now proceed (Proportional Bid). Under the bid implementation agreement, American Energy have agreed to dispatch the Proprotional Bid to Armour Energy Sharheolders no later than 42 days following the approval at today’s EGM.

The Board of Armour believes the Proportional Bid, when combined with the AEP Northern Territory Farm-Out (Combined Proposal), is superior to WestSide Corporation’s revised offer of $0.1428 (AUD 0.20) per Share (and associated pro rata dividend in specie of Armour’s shares in Lakes Oil NL to Armour Shareholders should the Offer become unconditional).

The Board of Armour believes that the Combined Proposal provides Shareholders with the following advantages:

  1. Shareholders will be able to dispose of 13.62 percent of their Shareholding in Armour for $0.1786 (AUD 0.25) per Share (DGR Global Limited, Armour’s largest Shareholder has advised that it will not accept the Proportional Bid given its confidence in the long term value opportunities in Armour)
  2. Shareholders will be able to participate in the upside potential in Armour’s Northern Territory tenements and retain exposure to Armour’s other key projects
  3. Under the AEP Northern Territory Farm‐Out, Armour will receive maximum cash proceeds of $28.21 million (AUD 39.5 million) and the implied value of Armour’s 25 percent retained interest in the Northern Territory Tenements is $43.87 million (AUD 61.42 million)

The Independent Expert Report prepared by BDO Corporate Finance (Qld) Limited in relation to the AEP Northern Territory Farm-Out concluded that it is both fair and reasonable to Armour Shareholders not associated with the transaction.

Armour Directors unanimously recommend that Shareholders ACCEPT the Proportional Bid from American Energy, subject to no superior proposal emerging, and REJECT WestSide’s revised offer.

Armour Chairman, Nicholas Mather, said “The approval of Armour Shareholders for the partnership with American Energy brings us one step closer to realizing the potential for our significant McArthur Basin tenements to define a large scale oil and gas province. We look forward to partnering with American Energy and to maximize the benefits of their outstanding technical and operational capability for all of our shareholders.”

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