RE:RNS14 Jun 2024 18:30
Background to and further details of the Farm-Out
The Company announced on 9 August 2022 that it had initiated a formal farm-out process to identify a partner for the Concession and the surrounding Permits. With the Company holding its assets in Morocco through various subsidiaries, the SPA, which remains conditional upon certain conditions precedent, will see the Company dispose of the entire share capital of SEME (the "Sale Shares"), a UK company holding the Operating licence position and equity in Morocco as below, for a sum of US$1:
o 55.0% of the Concession
o 47.5% of the Grand Tendrara Permit
o 47.5% of the Anoual Permit
Under the SPA, the Company has provided customary warranties and undertakings to Managem and, whilst the terms of the SPA are binding on the parties, the SPA remains conditional upon, inter alia:
· Approvals by ONHYM and the Moroccan Minister of Energy of the Company continuing as the Operator of record of the Concession and the Permits notwithstanding the sale of the Sale Shares at completion;
· Antitrust clearances being received;
· Receipt of the written authorisation of the Foreign Exchange Office (Office des Changes) relating to Managem's payment obligations;
· Confirmation in writing by the Seller to the Buyer that no Material Adverse Change has occurred;
· Approval of ONEE of the change of control of the Company pursuant to the ONEE GSA;
· Removal of Sound Energy Morocco SARL AU as dormant subsidiary of SEME;
· Approval by Schlumberger in accordance with the terms of Schlumberger's profit-sharing deed in respect of the Concession or Managem negotiating and entering into an agreement with Schlumberger for the cancellation of the profit-sharing deed;
· Extension of the Start Date/Deemed Start Date as defined in the LNG GSA;
· Delivery of Completion accounts and Assurance Release Conditions; and
· The approval of Managem's board of directors by 12 July 2024.
In the year to 31 December 2023, SEME recorded a Profit before tax of £1,301,000 on no revenues and, at 31 December 2023, had total assets of £56,976,000.
Commenting, Graham Lyon (Executive Chairman of Sound Energy) said:
"We are very pleased to have entered into this binding Share sale to an excellent counterparty Managem SA. The share sale transaction of our UK company subsidiary, the Permits Owner, is structured to allow a smooth transition to Managem whilst bringing Sound Energy two new exciting exploration drills, substantial funding for the phase 2 development and past costs. There is also a production bonus once Phase two gas is delivered".
About Managem
Managem is an international mining group with resolutely African roots, with a presence in 7 countries across the continent. Initially present in metals such as cobalt, copper and zinc, it has since diversified into precious metals, with silver and gold. Today, Managem employs 5,0