12 Mar 2015 12:30
Regency Mines Plc
("Regency" or the "Company")
Agreement for Sale of Horse Hill Oil Interest
12 March 2015
Regency Mines Plc, the natural resources exploration and investment company with interests in oil in the United Kingdom and United States, and nickel and other minerals in Australia, Greenland, Papua New Guinea and Sudan, is pleased to announce that it has executed a binding term sheet ("Agreement") to sell its interests in Horse Hill Developments Ltd ("HHDL") for a total consideration of £300,000 ("Consideration") payable in cash.
On 12 March 2015 Regency executed the Agreement with Alba Mineral Resources Plc ("Alba"), an AIM-listed exploration company which currently owns a 5% stake in the HH-1 oil well in Surrey ("the Project"). Under the terms of the Agreement, the Company will sell its 5% shareholding in HHDL, being 50 fully paid ordinary shares in HHDL. After the completion of the sale, Alba will hold a 10% stake in the Project.
Alba has agreed to pay £10,000 in the form of a non-refundable deposit within 7 days of the execution of the Agreement, which will then be deducted from the Consideration payable at the completion of the transaction.
Fulfilment of the Consideration will then be in the form of a payment of £290,000 payable in cash upon the date falling 1 business day after the satisfaction or waiver by Alba of the following conditions precedent ("Conditions Precedent") and within 45 days of the execution of the Agreement
· completion of a capital raising by Alba for at least £300,000 at no less than 0.25p and otherwise on terms satisfactory to Alba;
· confirmatory due diligence to Alba's satisfaction in respect of title to the Sale Interest and Regency's compliance with the terms of the shareholders agreement between HHDL shareholders ("HHDL SHA"); and
· receipt of any necessary third party consents, approvals or waivers in respect of the transaction contemplated by the Agreement, including without limitation from HHDL shareholders under the terms of the HHDL SHA.
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The Agreement will be legally binding, although either party may within 15 days require execution of a fuller sale and purchase agreement.
Additionally, Alba agrees to assume the obligation to pay any outstanding cash calls issued to Regency by HHDL at the completion of the transaction.
Simultaneously, contingent on the transaction completing, Regency grants to Alba or its appointed broker the exclusive right for a period of 90 days following the execution of the Agreement to place up to 33% of Regency's stake in Alba at a price no less than a 10% discount to the 10 day VWAP prior to the date of purchase. Regency agrees that during the 12 month period following execution it will not dispose of any interest in Alba's ordinary shares except through Alba's brokers.
The investment is currently carried in Regency's books at a cost of £383,900 (inclusive of time costs and other expenses and a cash call) and the sale would therefore result in an accounting loss of £83,900.
The proceeds of the sale are expected to be applied towards debt repayment, working capital purposes and for potential new investment opportunities in oil and gas.
Andrew Bell, Chairman, comments:
"We are pleased to announce the potential sale of Regency's holding in the Horse Hill oil project to Alba. Exploration at Horse Hill in 2014 was in our view successful with a significant and potentially commercial onshore oil discovery announced late last year, and Regency benefitted both by being able to raise capital at higher prices and by being able to sell part of its Alba holding at a much higher price than was otherwise possible.
For Regency participating in the initial exploration at Horse Hill offered an introduction and exposure to onshore UK oil and gas exploration at a relatively low cost of entry.
Given the choice of participating in continuing work at Horse Hill directly with a minor stake or participating solely through Alba which would hold an enlarged 10% of HHDL, we considered the latter option to be the best choice for the Company. This transaction returns the initial Horse Hill investment cost to Regency, frees it of future obligations, and allows it to continue to participate in any future success.
Regency is thus well positioned to take additional opportunities during 2015. We look forward to completing this transaction with Alba in the near term and believe that this transaction rationalises the interests of both companies and positions them well for the remainder of 2015".
For further information, please contact:
Andrew Bell0207 747 9960 or 0776 647 4849 Chairman Regency Mines Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd.
Christian Pickel 0203 128 8208 Media Relations MHP Communications