Cobus Loots, CEO of Pan African Resources, on delivering sector-leading returns for shareholders. Watch the video here.
the Wyoming Assets (via repayment of portion of intercompany loan between COPL and COPL America
through which $41.3 million has been contributed by COPL since March 2021).
Consequently, the Company believes it will be better positioned to raise additional financing in the future by
virtue of the facts set out above.
There are also some other options available to the Group, in case the additional financing is hard to obtained
and/or it is not obtained when required:
? management can decide to reduce miscible flood injections that are currently forecasted at the cost of
$5.5 million for 2023;
? the Group can explore possible joint ventures, farm-in or other development financing opportunities;
especially in respect of its Frontier sands at the Cole Creek Unit and BFDU assets;
? negotiate with creditors deferral of payments and/or settlement of accounts payable in Common Shares;
and
? take steps to defer executives and senior staff salaries, to extend the working capital period.
If all attempts to raise such additional capital (e.g. whether through future equity fundraisings, other
financing and/or a corporate solution) were unsuccessful, it is likely that the Group would not be able to
continue as a going concern.
The Group would likely look to restructure its affairs under the Companies’ Creditors Arrangement Act,
RSC 1985, c C-36 with the supervision of a court appointed monitor and court ordered protection against
creditors similar to an administration process in the United Kingdom, under which the Group would obtain
a Court order giving it protection from its creditors for an amount of time (initially 10 days followed by a
larger stay period of up to 90 days) in order to arrange its affairs. The timing of any process would depend
on the Group’s view as to the point in time at which it was unable to obtain further financing or otherwise
pay its debts as they became due, but as the Group has been able to reduce its general and administrative
expenses, the Group anticipates that any appointment of a monitor, if required, would not occur until
March 2023 at the earliest to coincide with any determination that a formal filing would be in the best
interests of the Grou
he Directors believe that a number of the Existing Shareholders and Bondholders may be interested in
purchasing additional Common Shares or Bonds in future fundraisings to prevent dilution of their
holdings, as some of them have done in relation to past financings; and
? the Directors believe that the Company’s assets are highly prospective and may be of interest to new
investors and potential oil and gas industry partners through joint ventures.
The Senior Credit Facility is fully drawn in a principal amount of $45 million and is scheduled to be repaid in
March 2025. In anticipation of the Group defaulting its requirement to meet the quarterly leverage and monthly
liquidity ratio requirements of the Senior Credit Facility as at 31 December 2022, the Lender provided an
irrevocable and unconditional waiver of the default on a one-time basis on 30 December 2022.
Under the Senior Credit Facility, the Group is required, among other things, to maintain a monthly liquidity
financial ratio of a minimum average cash balance of at least $2 million for the immediately preceding 30 day
period as at January 31, 2023 and February 28, 2023, a minimum average cash balance of at least $2.5 million
for the immediately preceding 45 day period as at March 31, 2023 and each subsequent month end to the end of
the term of the loan and a quarterly leverage financial ratio of 3.0:1.0 as at March 31, 2022, 2.75:1:0 as at June
30, 2022 and 2.50:1.0 as at September 30, 2022 and each fiscal quarter ending thereafter.
The Group’s working capital shortfall may trigger a future event of default under the Senior Credit Facility if
the Group is unable to meet the requirements of the Senior Credit Facility. If a future event of default arises
under the Senior Credit Facility and is not waived, the Lender could, at their discretion, decide to vote in
sufficient numbers to use such an unwaived future event of default to accelerate and demand immediate payment
of amounts under the Senior Credit Facility (including but not limited to the $45 million principal amount draw
down). Non-payment of such demanded amounts could lead to the Lender enforcing security and/or guarantees
to satisfy such amounts. The Company’s US subsidiaries are parties to the Senior Credit Facility, and COPL is
not itself a party or bound by the Senior Credit Facility or any related agreements, and has not provided any
security or guarantees in relation to the Senior Credit Facility.
Except as set out above, the Group’s working capital shortfall will likely not affect any of its debt obligations.
In addition, the Group is currently working on refinancing its Senior Credit Facility with a new first lien senior
debt backed by its Wyoming Assets, which is expected to include the ability to repatriate funds from COPL
America operations after debt service costs for the Company’s technical services contributed to the operatio
Based on management estimates and forecasts prepared as at December 31, 2022 and for the 12 months of 2023,
the Group requires additional financing for:
? $7.6 million to finance corporate operation and its non-US subsidiaries. The corporate cost includes
mainly salaries of management, technical and accounting staff, office expenses, professional fees
(including legal, audit and tax fees) as well as administrative expenses related to COPL as a public
company. These costs are currently budgeted for the next 12 months in the amount of $6.7 million,
approximately $0.55 million per month. The management anticipates in its forecast that approximately
$1.3 million of outstanding accounts payable will be paid in shares (via debt exchange) and some
creditors have already agreed in principle to be paid in shares as at the date of this Prospectus. The
Company is currently working on a reduction of its administrative costs. However, as at the date of this
Prospectus, no agreements have been signed that would materially change the budgeted general and administrative expenses.
? $8.1 million to finance its US operation, mainly gas and liquids injection program of $5.5 million. The
management estimation is based on 2023 forecast prepared based on a conservative production level of
70% of PDP scenario from current reserve report and using forward WTI prices as at January 2023.
The forecast is dependant on WTI prices (not only it terms of revenues but also risk management
contracts in place), production levels and operating costs. Accordingly, actual operating results and
cash flows in 2023 may differ materially. However, the management believes the above estimation of
$8.1 million reflects a minimum funding requirement for US operation for next 12 months considering
the pricing and other circumstances that exist as at the date of filing this Prospectus. More funds would
be required if the Group decides to invest more in upgrading and/or development of its US asset
e Company primarily intends to raise the required additional capital through further Bond issues or equity
fundraisings. The Company is in active negotiations and intends to issue additional 2025 Bonds and warrants
pursuant to a second tranche of the Winter Bond Financing, which is expected to close in February 2023.
The Company will seek to ensure that any future equity fundraising or financing is completed prior to 2024. The
Directors are confident that future fundraisings can be achieved on acceptable terms. The Directors’ confidence
in such fundraisings being achievable is based on the following factors:
? the Company has raised net proceeds of approximately $74 million through issuances of equity and
Bonds to fund the Wyoming Assets acquisitions and US operations, and $45 million of senior debt
since December 2020;
n the event that all of the outstanding Warrants and Options are exercised and the Bonds issued
pursuant to the July 2022 Placing and the Winter Bond Financing are converted and settled into
Common Shares, Existing Shareholders will as a result, suffer a maximum aggregate dilution of
approximately 0.88 Common Shares for every one Common Share they currently own, which is
equivalent to a dilution of approximately 47 per cent.
The Company is of the opinion that the Group does not have sufficient working capital for its present
requirements, that is, for at least the next 12 months from the date of this Prospectus. As at the date
of this Prospectus, the Group has an immediate working capital shortfall. The Group will be required
to obtain additional financing of approximately $15.7 million in order to have sufficient working
capital for the period beyond the next 12 months from the date of this Prospectus.
The Group would likely look to restructure its affairs under the Companies’ Creditors Arrangement
Act, RSC 1985, c C-36 with the supervision of a court appointed monitor and court ordered
protection against creditors similar to an administration process in the United Kingdom, under which
the Group would obtain a Court order giving it protection from its creditors for an amount of time
(initially 10 days followed by a larger stay period of up to 90 days) in order to arrange its affairs.
The timing of any process would depend on the Company’s view as to the point in time at which it
was unable to obtain further financing or otherwise pay its debts as they became due, but as the
Group has been able to reduce its general and administrative expenses, the Group anticipates that
any appointment of a monitor, if required, would not occur until March 2023 at the earliest to
coincide with any determination that a formal filing would be in the best interests of the Group.
This should be way over 35p. Odd price action
I have only been invested the past 8 months or so and unfortunately every estimated timeline had been missed and now we get todays RNS out the blue along with a clearly missing RBL reference. Market is quite right to be jittery. He needs to hit a timeline or 2 to get market confidence back. I am not sure MATD is comparable as not operational?
Relative newbie here bu to be this far out with your own expectations, knowing that you are in discussion with a bank for an RBL is poor and to not update shareholders on the current situation is negligent of his position. He stated JV by end October, nobody put words in his mouth. This reminds me of Vast CEO which is a worry! If November doesnt pick up production then even more of a worry.
Advfn hTtps://twitter.com/blackthornfocus/status/1592179364187308034?t=WvDQTgCy-0On3CdpiurB-Q&s=19
On Tuesday, November 15th, DX Group will announce full year results for the year ending July 2022. I am getting in touch to invite you to join a virtual meeting that DX is running for the dedicated investor community, in collaboration with Blackthorn Focus and KTZ Communications.