Equator Exploration makes the following announcement to provide a corporate update and also details on the raising of U.S. $700,000 in addition to the U.S. $1,172,160 announced on Friday, Feb. 8, 2008.
The company confirms that it has obtained the approval of other parties to the Joint Operating Agreement for the assignment of a 20% interest in the deep water block OPL323 to BG Exploration and Production (Nigeria) Limited. The company has made submission to Nigerian National Petroleum Corporation (NNPC) for its approval, which once received will allow the farm-out to be completed shortly thereafter.
Expressions of interest have been received from a number of parties wishing to participate in the company's interest in its other deep water block in Nigerian territorial waters, OPL321.
In addition, the company is in preliminary discussions with international oil companies regarding collaboration on its rights over two blocks in the Exclusive Economic Zone in Sao Tome e Principe.
Further announcements will follow in due course.
As noted above, the company has not yet received approval from NNPC for the farm-out of a portion of the company's interest in OPL323. In order to provide the company with additional flexibility and liquidity, the interest on the U.S. $65 million loan dated August 3, 2006, totaling U.S. $4.1 million and due to be paid in February 2008, has been deferred with the agreement of the lenders, until completion of the farm-out of OPL323. In consideration for this deferral, the company has agreed that the 17,397,353 warrants issued to the lenders should be re-priced to £0.30 per share from £0.40 per share, with all other terms remaining unaltered.
Further, in a separate transaction, the terms of the U.S. $7.5 million loan from Ingalls & Snyder Value Partners LP dated July 2, 2007 have been amended. In consideration for the lender agreeing to exercise immediately 5,000,000 of the 10,989,000 warrants granted by the company, which could have been exercised over 2 years, the company has agreed to a reduction in the exercise price of the warrants to be immediately exercised, from £0.35 per share to U.S. $0.14 per share (equivalent to £0.071 at current exchange rates). Following a request to exercise the warrants, the company will issue 5,000,000 common shares in the company for a purchase price of U.S. $700,000. The proceeds will be used for general working capital purposes. Application will be made for the shares, which will rank pari passu with existing ordinary shares, to be admitted to trading on AIM. The effect is therefore to raise money by the issue of shares at the current share price, thus eliminating those warrants.
On September 28, 2007, Equator Exploration announced that it had entered into an agreement with Peak Petroleum whereby Peak agreed to take over certain current and future liabilities of the Bilabri oil development and to reimburse Equator for certain costs.Peak has not yet made the long overdue payments to Equator and third parties. Therefore in accordance with the terms of the settlement agreement, Equator has issued an arbitration notice to Peak. Arbitration under the settlement agreement is to be held in London, England. Nevertheless, Equator remains committed in its cooperation with Peak and various third parties to ensure that the oil and gas discovered in Bilabri, Oribiri and Owanare are exploited to their maximum potential. The company will issue a further update in due course.
Robert Gipson is one of three General Partners of Ingalls & Snyder Value Partners LP (Ingalls VP) and also a Senior Managing Director of Ingalls & Snyder LLC (Ingalls LLC). Ingalls LLC currently holds 15.3% of the issued common shares in the company of which 7,743,000 shares (4.2%) are held on behalf of Gipson. Gipson also holds directly 7,326,000 shares (4.0%). Ingalls VP currently holds no shares.
Following this transaction, Ingalls LLC, Ingalls VP and Gipson will hold in total 40,245,767 common shares equivalent to 21.46% of the issued shares. Accordingly, the transaction to accept the exercise of the warrants at the reduced price is being treated as a Related Party Transaction under the AIM Rules. The Directors of the company, all of whom are independent of Gipson, Ingalls LLC and Ingalls VP, consider, having consulted with the company's Nominated Adviser, that the terms of both transactions are fair and reasonable insofar as the shareholders are concerned.
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