sale27 May 2020 10:37
Oilex Limited (Oilex or the Company) is pleased to announce that it has signed a conditional binding Heads of Agreement (HOA) with Armour Energy Limited (Armour), an ASX-listed company (ASX:AJQ), for the proposed sale of all of its interests in the Cooper-Eromanga Basin to Armour (Proposed Transaction).
Subject to the terms of the HOA, it is intended that Armour will acquire 100% of the issued capital of CoEra Limited (CoEra), a wholly owned subsidiary of Oilex. Assuming completion, CoEra will own all of Oilex's direct and indirect interests in the Cooper-Eromanga Basin including a:
• 79.33% direct interest in two Petroleum Exploration Licences (PEL 112 and PEL 444) (with an option, as previously announced, to acquire the remaining 20.66%); and
• right to acquire 27 Petroleum Retention Licences from Senex Limited (Northern Fairway PRLs).
As consideration for the Proposed Transaction, Armour will issue up to 34.5 million Armour shares to Oilex (or its nominees) upon completion of the Proposed Transaction as follows (Consideration Shares):
Tranche 1
24,500,000 fully paid ordinary shares in Armour upon completion; and
Tranche 2
Where the value of the Tranche 1 consideration is below A$906,500 based upon the volume weighted average share price of Armour on the ASX for a period of 90 days following the date of this announcement to the ASX (VWAP), a further tranche of Armour shares. The maximum number of the Tranche 2 shares shall be the lower of:
• 10 million Armour shares; and
• Using the VWAP, the share equivalent value of A$906,500 comprising the aggregate of Tranche 1 and Tranche 2.
The issue of the Consideration Shares will be subject to any necessary Armour shareholder and/or regulatory approvals and a 12 month voluntary escrow from completion. Based on the closing price of an Armour ordinary share on 26 May 2020, Tranche 1 is worth A$710,000 and Tranche 2 is worth up to A$290,000.
In addition, within 60 days from completion of the Proposed Transaction, Armour will reimburse Oilex, in cash, for past costs of A$125,000.
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