RE: Rns29 Jan 2022 15:28
Decklar RNS contiued:
Of the US$6,750,000 of funds currently held in escrow, US$4,750,000 will be advanced to Decklar and the remaining US$2,000,000 will be returned to San Leon. San Leon is obligated to either advance a further US$2,000,000 in Decklar by April 30, 2022 or, alternatively, accept a pro rata reduction in its shareholding in Decklar Petroleum.
San Leon has agreed to waive its option to invest in an additional 15% equity interest of Decklar Petroleum and will also no longer provide the second planned loan of US$7,500,000 in Decklar.
Decklar Petroleum has agreed that San Leon will be fully involved in the planning and determining the location of the first new well to be drilled on the Oza Oil Field.
Subscription Agreement
As previously announced, in 2020 Decklar entered into a subscription agreement (the “Subscription Agreement”) with San Leon, an AIM listed public company focused on Nigerian production and development assets, which is arm’s length to the Company (within the meaning of the policies of the TSX Venture Exchange). The Subscription Agreement entitles San Leon to purchase US$7,500,000 of 10% unsecured subordinated loan notes of Decklar Petroleum (the “Loan Notes”) and 1,764,706 ordinary shares (“Decklar Petroleum Shares”) of Decklar Petroleum (representing 15% of the share capital of Decklar Petroleum) for a cash consideration of US$7,500,000 and N1,764,706, respectively. In addition, Decklar Petroleum and San Leon had the right to enter into an option agreement (the “Option Agreement”) that would have entitled San Leon to purchase an additional US$7,500,000 of Loan Notes (the “Option Loan Notes”) and 2,521,008 Decklar Petroleum Shares (resulting in an additional 15% of the share capital of Decklar to San Leon) for cash consideration of US$7,500,000 and N2,521,008, respectively. San Leon has now agreed to terminate the right to enter into the Option Agreement.
The Subscription Agreement provided for certain conditions precedent to be confirmed prior to finalizing and issuing of the Loan Notes and Decklar Shares, including entering into an agreed form of shareholders’ agreement in respect of Decklar and the restructuring of certain historical indebtedness by the owner/operator of the Oza field, Millenium Oil and Gas Company Limited (“Millenium”), to the satisfaction of San Leon at its sole discretion. Concurrently with entering into the Subscription Agreement, San Leon advanced US$750,000 as an initial deposit (the “Deposit”) with the release of the balance of the US$7,500,000 being subject to the satisfaction (or waiver) of the conditions precedent contained in the Subscription Agreement. All of the conditions precedent have now been satisfied or have been waived by San Leon. The terms of the shareholders’ agreement provide San Leon with the right to nominate up to two (2) nominees to the board of directors of Decklar Petroleum (“Decklar Petroleum Board”), with Decklar having the right to nominate up to four (4)