Armour Commences Legal Proceedings Against AEP's Australian Affiliate

Armour Energy Limited referred Thursday to its announcements of Jan. 18 and Jan. 29 in relation to the proceedings instituted by AEGP Australia Pty Ltd. (AEGP) in the Supreme Court of Queensland (Proceedings) and the issue by Armour of a Notice to Complete to AEGP requiring completion by AEGP to take place on Feb. 2 and wished to provide the following update.

As previously advised, Armour Energy considers that all of the conditions precedent relating to the Northern Territory tenements the subject of a farm‐out agreement with AEGP, which is affiliated with American Energy Partners, (Farm‐out Agreement) have been satisfied. On Jan. 29, Armour issued a Notice to Complete to AEGP requiring completion by AEGP to take place on Feb. 2.

AEGP failed to complete on Feb. 2. Consequently, Armour is seeking specific performance of the Farm‐out Agreement, given the way Armour alleges it should have been performed.

Accordingly, on Wednesday Feb. 3, Armour instituted separate proceedings in the Supreme Court seeking:

  1. a declaration that the Farm‐out Agreement should be completed and specifically performed
  2. an order that the Farm‐out Agreement be specifically performed
  3. alternatively, a declaration that Armour has used all reasonable endeavors to ensure that the relevant condition as to the assignment of all relevant native title agreements by Armour to AEGP, has been satisfied as expeditiously as possible, and before the relevant deadline in the Farm‐out Agreement; and
  4. alternatively, a declaration that Armour is entitled to terminate the Farm‐out Agreement

Update on Share Subscription Agreement

As previously advised to the market, Armour and AEGP have entered into a Share Subscription Agreement, pursuant to which AEGP will subscribe for two separate tranches of Armour Shares at $0.1826 (AUD 0.20) per Share.

The first tranche of Shares pursuant to the Share Subscription Agreement were issued to AEGP on Nov. 4, 2015 (refer to Armour announcement dated Nov. 4, 2015).

The completion for the second tranche of Shares pursuant to the Share Subscription Agreement is due on the completion date of the Farm‐out Agreement.

In the event that the Farm‐out Agreement is terminated prior to its completion, the Share Subscription Agreement will automatically terminate.

Armour will update the market with any further developments as they occur.


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