Altona Energy Regulatory News (ANR)

ALTONA ENERGY PLC - Update on Joint Venture

PR Newswire

London, September 6

6 September 2016

Altona Energy plc

(“Altona” or “the Company”)

Arckaringa Joint Venture Update

Altona (AIM: ANR) is pleased to announce that Altona, Sino-Aus Energy Group Limited (“Sino-Aus”) and Wintask Group Limited (“Wintask”) (together the “JV Partners”) have entered into a Deed of Variation with Arckaringa Coal Chemical Joint Venture Company Co Pty Ltd (“JV Company”) modifying the terms of the Current JV Agreement that was originally announced on 14 November 2014 with subsequent changes being announced on 5 November 2015.

Further to the announcement made by the Company on 28 July 2016 the Deed of Variation gives effect to the changes now agreed between the JV Partners: the main amendments are detailed below.

Sino-Aus Second Tranche Subscription for Altona Shares

As announced on 28 July 2016 the JV Partners agreed that the second tranche subscription for Altona shares by Sino-Aus be re-negotiated given the requirement for the JV Company to obtain a Petroleum Exploration Licence (“PEL”) before work can commence at the Arckaringa Project. The revised terms of the second tranche subscription are now as follows:

Sino-Aus is to subscribe in cash 180 days from the Effective Date (as defined below) for 100 million Altona Shares:

(i) at the average market price per share during a specified period preceding the Effective Date; or

(ii) such other subscription price (if any) as shall have been agreed in writing between Sino-Aus and Altona.

Returned Funds

The AUD$5 million temporarily returned to Sino-Aus by the JV Company will be repaid to the JV Company within 90 days of the Effective Date. The Effective Date is the earliest date on which the following conditions precedent are satisfied:

(i) The continuance in force and effect of all necessary Australian Government consents which have been granted or issued prior to the date of the Deed of Variation and which relate to any of the transactions contemplated by the JV Agreement or the Arckaringa Project.

(ii) The acquisition by the JV Company by whatever means of a PEL applicable to the Licensed Area or such part or parts of it as the JV Company may accept.

(iii) Receipt by the parties of written confirmation from WSP-Parson Brinkerhoff that the JV Company has the necessary permits, including a PEL, to permit it to exploit coal deposits using UCG technology.

(iv) The grant or issue of any additional Australian Governmental consents which may be necessary to implement the Arckaringa Project.

Further Contributions to the JV Company

Subject to satisfaction of the Conditions Precedent, the Second Contribution by Sino-Aus (AUD $5.4 million, or such lesser figure as the Board of the JV Company may determine subject to a minimum of AUD $4.86 million) and the Second Contribution by Wintask (AUD $600,000), into the JV Company, will take place 180 days from the Effective Date or such earlier date as the Board of the JV Company may determine. The Third and Fourth Contributions by Sino-Aus and Wintask are payable in accordance with the current JV Agreement. 

Qinfu Zhang, Altona Energy’s Executive Chairman, commented:

“We are very pleased to have agreed the terms of the Deed of Variation with our Joint Venture Partners and in particular we welcome the continued support from Sino-Aus. The focus of the JV Company is now to secure the necessary PEL so we can commence work on the Arckaringa Project.”

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

Related Party Transaction

Both Wintask and Sino-Aus are related parties of Altona, as both companies are substantial shareholders in Altona and the revised joint venture terms constitute a related party transaction as defined by Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Phil Sutherland and Nick Lyth, having consulted with the Company's Nominated Adviser, Northland Capital Partners Limited, consider that the terms of the Deed of Variation are fair and reasonable in so far as the Company's shareholders are concerned. 

For further information, please visit www.altonaenergy.com or contact: