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Acquisition Update

15 Aug 2011 07:00

RNS Number : 3288M
Silvermere Energy PLC
15 August 2011
 



15 August 2011

 

Silvermere Energy plc

("Silvermere" or "the Company")

 

Acquisition Update

 

In the admission document published by the Company on 2 August 2011 ("the Admission Document"), the Company stated that, conditional on the grant of shareholder approval at a general meeting which is scheduled to take place on 18 August 2011, it intended to exercise its option to acquire the Mustang Asset and to seek readmission for the Company's shares to trading on AIM.

 

Definitions used in this announcement are as set out in the Admission Document.

 

The consideration for the acquisition of the Mustang Asset from Core Petroleum, Inc ("Core") as set out in the Option Agreement was stated as follows:

 

·; Cancellation of the debt due from Core to Silvermere (which amounts to £2.595 million);

·; Payment of certain of Core's legal fees amounting to £20,000;

·; Payment to the vendors of an over-riding royalty of 4 per cent. of the annual revenues attributable to 100 per cent. of the Mustang Asset;

·; Retention by Core of a 16.65 per cent. working interest in the I-1 Well only with the Company carrying Core's share of the tie-in costs; and

·; The issue at admission of the Company's shares to trading on AIM ("Admission") of the 676,000 shares to the vendors (this will be effected by a payment by the Company to the vendors of £169,000, which they will use to subscribe for the shares).

 

Thus the total effective consideration payable by Silvermere at Admission is £2.8 million. The amount of on-going royalties payable by Silvermere will depend on production and revenue from the Mustang Asset.

 

Following to the publication of the Admission Document, Core has informed the Company that it has received an additional cash call under the JOA relating to a cost overrun on the re-entry of the I-1 Well during the six month period ended 30 June 2011 ("the Cash Call"). The cash call amounts to approximately £250,000 which is material in relation to the Company's expected expenditure on the Mustang Asset and the Company's future working capital requirements.

 

Under the terms of the Option Agreement, Silvermere is responsible for additional costs incurred in relation to the re-entry of the I-1 Well. If the Company exercises its option to acquire the Mustang Asset, the Company will be required to pay Core's proportion of the Cash Call and, therefore, Silvermere will have increased the consideration paid for the Mustang Asset by the corresponding amount.

 

Following receipt of notification of the Cash Call by the Core Vendors, Silvermere entered into substantive discussions with Core and Dominion and the Directors and the Proposed Directors are confident that an outcome can be reached which will result in the aggregate amount of the consideration payable by Silvermere being maintained in accordance with the Admission Document and the Company's working capital requirement for the foreseeable future (being at least 12 months). Until such discussions are concluded, however, there can be no certainty that such an outcome can be achieved.

 

As a result, the Chairman of the Directors of Silvermere, Bruce Evers intends to request that the general meeting of the Company to be held on 18 August 2011 is adjourned until 30 August 2011. The Company will make a further announcement following the general meeting.

 

Since the Option Agreement expires on 19 August 2011, the Company and the Core Vendors have agreed to extend the option agreement to expire on 9 September 2011.

 

A further announcement will be made prior to the general meeting.

 

ENDS

 

For further information please contact:

 

Silvermere Energy plc

Frank Moxon, Proposed Chairman

Andy Morrison, Proposed Chief Executive

Bruce Evers, Current Executive Chairman

 

 

 

 

+44 (0)1379 640 800

+44 (0)7980 878561

+44 (0)7779 138 471

Merchant Securities Limited (Nominated Adviser and Broker)

Lindsay Mair/Virginia Bull

 

Rivington Street Corporate Finance Limited

Jon Levinson/Dru Edmonstone

 

Old Park Lane Capital

Luca Tenuta

 

 

+ 44(0)20 7628 2200 

 

 

+44 (0)20 7562 3357

 

+44 (0)20 7493 8188

Bishopgate Communications

Nick Rome/Shabnam Bashir

 

+44(0)20 7562 3350

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCDZLFFFVFLBBB
Date   Source Headline
9th Mar 201211:12 amRNSHolding in Company
1st Mar 201211:19 amRNSTotal Voting Rights - Correction
29th Feb 20126:06 pmRNSTotal Voting Rights
21st Feb 20125:17 pmRNSHolding(s) in Company
21st Feb 20125:01 pmRNSHolding(s) in Company
21st Feb 201211:24 amRNSIssue of Equity
17th Feb 20123:21 pmRNSResult of General Meeting
13th Feb 20125:52 pmRNSHolding(s) in Company
2nd Feb 201210:42 amRNSNew Lock-in Agreements
1st Feb 20122:33 pmRNSNotice of General Meeting
31st Jan 20124:00 pmRNSTotal Voting Rights
23rd Dec 20117:00 amRNSVariation of terms of Warrant Undertaking
20th Dec 20117:00 amRNSOperations Update
15th Dec 20113:52 pmRNSNotification of Major Interest in Shares
14th Dec 20119:02 amRNSWarrant Exercise and Directors' Dealings
6th Dec 20117:00 amRNSOperations Update
30th Nov 20113:57 pmRNSTotal Voting Rights
10th Nov 20117:00 amRNSOperations Update
4th Nov 20117:00 amRNSIssue of Equity
31st Oct 20116:11 pmRNSTotal Voting Rights
21st Oct 20117:00 amRNSWarrant Exercise, Placing and Director's Dealing
18th Oct 20117:00 amRNSIssue of Equity
3rd Oct 201111:27 amRNSHolding(s) in Company
29th Sep 20117:00 amRNSDirector Dealing and Warrant Exercise
27th Sep 201112:25 pmRNSInterim Results
20th Sep 201110:27 amRNSMajor Interest in Shares
6th Sep 20117:00 amRNSOperations Update
31st Aug 20118:00 amRNSAIM Admission and Directorate Changes
30th Aug 201111:59 amRNSResult of GM
25th Aug 20112:18 pmRNSSchedule 1 update - Silvermere Energy plc
25th Aug 201112:55 pmRNSAcquisition update
18th Aug 20112:19 pmRNSAdjourned General Meeting
18th Aug 201110:02 amRNSSchedule 1 update - Silvermere Energy plc
15th Aug 20117:00 amRNSAcquisition Update
5th Aug 20117:00 amRNSChange of Website Address
4th Aug 20115:05 pmRNSSch 1 - Silvermere Energy plc
2nd Aug 20111:45 pmRNSProposed Placing and Acquisition of Mustang Asset
14th Jul 20114:18 pmRNSResult of AGM and Change of Name
13th Jul 20117:00 amRNSCorrection - Issue of Loan Notes
4th Jul 20117:00 amRNSFundraise and Further Loan to Core
20th Jun 20113:23 pmRNSFinal Results
15th Jun 201112:30 pmRNSChange of Registered Office
15th Jun 201111:30 amRNSLoan to Core Oil & Gas and Company appointments
26th May 20119:58 amRNSSubscription to raise £1m and discussions update
16th May 20111:30 pmRNSUpdate on Discussions with Core Oil & Gas Inc.
17th Mar 201110:53 amRNSUpdate on Discussions with Core Oil & Gas Inc.
28th Feb 201110:30 amRNSTotal Voting Rights
22nd Feb 20112:20 pmRNSAppointment of Joint Broker
16th Feb 20117:00 amRNSInterim Results
14th Feb 201110:57 amRNSChange of Registered Office

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