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TORONTO, Jan. 20, 2022 (GLOBE NEWSWIRE) — Sintana Energy Inc. (TSXV: SEI) (the “Society” Where “Sintana”) announces today that it has entered into an amendment agreement dated January 20, 2022 (the “Amending Agreement”) regarding its previously announced proposed acquisition (the “Acquisition”) of a 49% interest in all of the issued and outstanding shares of Inter Oil (Pty) Ltd. (“Inter Petroleum”) of Grisham Assets Corp. (“Grisham”). As previously announced, Inter Oil indirectly holds a strategic portfolio of onshore and offshore oil exploration license interests in Namibia.
The consideration for the acquisition consists of an aggregate of 34,933,333 common shares of the Company and a cash payment in the amount of US$4,000,000 (the “Cash payment“), under which the Company initially had the option (the “Deferral option”) to fund the cash payment either entirely at closing or to defer $1,000,000 of the cash payment until a date up to 90 days after closing. The Company has previously proposed to fund the cash payment through a private placement of 33,600,000 common shares at a price of C$0.15 per share to raise aggregate gross proceeds of C$5,040,000 (the “Private placement”). Charlestown Energy Partners, LLC (“charlestown“) has agreed to subscribe for the Common Shares that will be offered under the Private Placement, subject to the concurrent completion of the Acquisition and other standard closing conditions (the “Closing conditions”).
Pursuant to the Amending Agreement, the Company will now make a deposit to Grisham in the amount of $500,000 (the “Deposit”) by January 21, 2022, which it proposes to raise by way of a private placement providing for the issuance of a maximum of 8,547,000 common shares at a price of US$0.117 per share (or a price deemed of C$0.15 per share based on a deemed exchange rate of US$0.78 = C$1.00) (the “Interim funding”). Charlestown has agreed to purchase a minimum of 4,273,505 common shares under the interim financing (the “Commitment amount”). The deposit is non-refundable except in certain limited circumstances and will be credited against the cash payment due upon closing of the acquisition. The Company proposes to increase the balance of the cash payment by an amount of USD 3,500,000 (the “Balance amount“” by means of a simplified prospectus (the “Public offer”) instead of the previously proposed Private Placement. In lieu of its prior commitment to participate in the Private Placement, Charlestown has now committed to purchase, directly or through its affiliates or assignees, a number of common shares of the Company pursuant to the public offering of so that the company will increase the amount of the balance, subject to the closing conditions.
In addition to the foregoing, the Amendment also provides for (i) the extension of the long stop date for the completion of the transaction until the date which is 45 days following the first of January 24, 2022 and the date receipt by the Company of a visa for its preliminary prospectus within the framework of the Public Offer; (ii) cancellation of the deferral option; (iii) a right of first refusal in favor of Sintana with respect to any future sale proposed by Grisham of all of the shares it holds in Inter Oil; and (iv) an area of interest provision relating to any acquisition of additional petroleum properties by Grisham in Namibia, subject to certain specified exceptions.
The completion of the Acquisition, the Interim Financing and the Public Offering remain subject to various additional conditions, including the approval of the TSX Venture Exchange in respect of each of the Acquisition and the Interim Financing, the approval of securities authorities having jurisdiction with respect to the public offering, the delivery and execution of satisfactory notices of title and a shareholders’ agreement acceptable to Sintana, and the entering into of joint operating agreements and oil agreements with third parties governing some of the assets currently held by Inter Oil. Accordingly, there can be no assurance that the Acquisition, Interim Financing or Public Offering will be completed on the terms currently offered or at all. For more details, please refer to Sintana’s press releases dated September 15, 2021, November 15, 2021 and November 26, 2021, available on SEDAR at www.sedar.com.
The Company is currently engaged in hydrocarbon exploration and development activities in the Magdalena Basin in Colombia. Sintana’s business strategy is to acquire, explore, develop and produce high quality assets with significant reserve potential.
On behalf of Sintana Energy Inc.,
“Douglas G. Manner”
Chief executive officer
For more information about Sintana and ongoing company activities, please visit the company’s website at www.sintanaenergy.com.
Douglas G. Manner
Chief executive officer
Sean J. Austin
Neither the TSX Venture Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements – Certain information in this press release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks relating to the satisfaction of all outstanding closing conditions to the completion of the Acquisition , interim financing and/or public offering, foreign exchange risk, political and security risks related to operations in Namibia, availability of capital, permit and land title issues, risks inherent in exploration activities and oil and gas development, and any other risk factors as set forth in the Company’s continuous disclosure documents are available on SEDAR from time to time. These forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control. Readers are cautioned that the assumptions used in the preparation of this information, while believed to be reasonable at the time of preparation, may prove to be imprecise and, accordingly, undue reliance should not be placed on any forward-looking statements. The Company disclaims any obligation to update any forward-looking statements contained herein other than as required by applicable securities laws.