RE: Bizzeell Loan Funding Conditions Precedent2 Oct 2020 12:40
RNS 7000J Dated 21 August 2019
Financial Developments
The pricing parameters encapsulated in the rig Framework Agreement with Seadrill and the Notices of Award for services from Halliburton and BakerHughes GE have allowed the Company to obtain greater certainty in estimating a total drilling cost. BPC now estimates the total cost of an initial exploration well to be in the range of US$25 million to US$30 million (and less than US$50 million in aggregate should the Company pursue a concurrent two-well exploration campaign). This is a material reduction from prior estimates (previously in the range of US$60 million to US$ 80 million for a single well).
The Board is cognisant of the Company's firm obligation to drill an initial well in 2020, and given the protracted state of the farm-in process considers it imperative that viable alternative financing solutions be put in place. In addition to allowing drilling to commence even if a farm-in is not concluded in an acceptable time frame or on acceptable terms, this will also allow long-lead items to be ordered and critical-path processes to commence, enable BPC to demonstrate financial capacity to potential farm-in partners (which the Company considers may strengthen the Company's position in farm-in negotiations), and assure the Government of the Company's ability to deliver upon its obligations.
The Company has thus entered into a conditional agreement with Bizzell Capital Partners Pty Ltd ("BCI") for a convertible loan investment of £10.25 million (approximately US$12.5 million) (the "Conditional Convertible Loan"), or approximately half the now estimated cost of the initial exploration well. BCI is an Australian domiciled investment firm, with a strong track record of successful investment in a number of early-stage oil and gas exploration businesses around the world. As consideration for entering into the Conditional Convertible Loan agreement, the Company has agreed to issue BCI with 25,000,000 options over new ordinary shares with an exercise price of 2p per share, exercisable for a four year period (the "First Tranche Options").
The Conditional Convertible Loan is subject to completion of due diligence and contract and approval by Shareholders at the Annual General Meeting. Thereafter the £10.25 million of funding is subject to the Company also having secured funding for the balance of the initial exploration well program, and satisfaction of a number of other conditions.
Once advanced, the Conditional Convertible Loan would be for a term of 3 years, with a coupon of 12% per annum, convertible at a price of either 6p per share or a 25% premium to any hypothetical future equity issuance, whichever is lower.
The Further Detail is in a later RNS details below : -
RNS Number : 4442P
Bahamas Petroleum Company PLC
10 October 2019