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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
11th Feb 20113:53 pmRNSHolding(s) in Company
7th Feb 20114:45 pmRNSFurther Loan to Core Oil & Gas Inc.
26th Jan 20117:30 amRNSSubscription, Suspension and Board Changes
19th Jan 20112:30 pmRNSHolding(s) in Company
23rd Dec 20103:43 pmRNSResignation of Adviser - Replacement
8th Dec 201011:29 amRNSResignation of Adviser
6th Dec 201010:45 amRNSTotal Voting Rights - Correction
2nd Dec 20109:50 amRNSDirectorate Change
29th Nov 201012:34 pmRNSResult of AGM
4th Nov 20104:13 pmRNSTotal Voting Rights
4th Nov 20107:00 amRNSFinal Results
1st Nov 20107:00 amRNSIssue of Equity, Granting of Loan, Changes in Shar
1st Nov 20107:00 amRNSExpected Agreement & Fundraising
24th Mar 20109:30 amRNSSuspension - The Core Business plc
24th Mar 20107:00 amRNSRestoration - Core Business plc
25th Sep 20093:00 pmRNSSuspension - Core Business Plc (The)
5th Jul 200710:57 amRNSSch 1 -The Core Business plc
23rd Mar 200712:46 pmRNSFinal Results
12th Jan 20074:15 pmPRNInterim Results
24th Nov 20067:01 amRNSYear ended 31 May 2006
25th Oct 20067:01 amRNSTrading Update
12th Oct 20067:01 amRNSLicensing Agreement Update
11th Aug 20065:08 pmRNSMinistry of Sound option
5th Jul 200611:34 amRNSReplacement-The Core Business
5th Jul 200610:11 amRNSHolding in The Core Business
4th Jul 200610:13 amRNSHolding(s) in Company
29th Jun 20067:00 amRNSMinistry of Sound & Hed Kandi
15th Jun 20067:02 amRNSRapid progress being made
9th Mar 200610:51 amRNSHolding(s) in Company

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