Holloman Energy Corporation (HENC.OB) announces completion of a
definitive farm-out agreement with Terra Nova Minerals Inc. on the
exploration of its Australian Cooper Basin holdings (the
"Farm-Out"). The Farm-Out, which was made effective May 11, 2012,
set out terms by which Terra Nova may earn a 55% working interest
in Holloman's PEL 112 and PEL 444 concessions by funding seismic
acquisition and a six (6) well drilling program on the properties.
"The execution of the Terra Nova Farm-Out significantly enhances
our exploration capacity," stated Mark Stevenson, Holloman CEO. "We
have been informed that the first AUD$4,700,000 payable under the
Farm-Out has already been transferred to escrow. We have also been
advised that Terra Nova intends to undertake seismic acquisition on
PEL 112 and PEL 444 at the first possible opportunity."
On May 11, 2012, Terra Nova closed an equity financing for gross
proceeds of $10,652,000. The financing was pursued in connection
with its undertaking of the Farm-Out. Macquarie Private Wealth Inc.
acted as agent for the transaction.
General Terms of the Farm-Out
The Farm-Out provides terms under which Terra Nova may earn
a 55% undivided working interest in PEL 112 and PEL 444 (the
"Farm-Out Interest").
During March and April 2012, Terra Nova paid Holloman
non-refundable fees totaling $200,000 and, on or before May 25,
2012, will pay Holloman, ACOR and Sakahi (collectively the "Current
Working Interest Partners") in PEL 112 and PEL 444, a total of
1,000,000 shares of their common stock with a current market value
of approximately $290,000. On May 11, 2012, Terra Nova also paid
Holloman an additional fee of $150,000. Holloman has agreed to
provide Sakhai and ACOR a full accounting for its use of the Terra
Nova fees (totaling $350,000). Holloman has further agreed to
share with ACOR and Sakhai, any excess of the fees over the
transaction costs it incurs in connection with the Farm-Out. Terra
Nova's common stock and any excess fees will be distributed among
the Current Working Interest Partners in accordance with their
working interest percentages in PEL 112 and PEL 444 on May 11,
2012.
To earn the Farm-Out Interest, Terra Nova is required to fund
exploration and development expenditures (the "Earning
Obligations") totaling at least AUD$13,700,000 (USD$14,300,000)
including:
- AUD$4,700,000 (USD$4,900,000) to be placed in escrow on or
before May 25, 2012 for use in the completion of a seismic
acquisition program sufficient to meet the minimum seismic
acquisition requirements, and interpretation of the acquired data
for PEL 112 and PEL 444 (earning a 20% working interest in each
license); and
- AUD$4,500,000 (USD$4,700,000) to be placed in escrow on or
before November 1, 2012 to secure Terra Nova's obligation to
sole fund the dry-hole costs of an initial three (3) well
drilling program on either PEL 112 or PEL 444, provided that at
least one well is drilled on each license (earning a working
interest of 5.833% per well in each license, totaling a working
interest of 17.5%); and
- AUD$4,500,000 (USD$4,700,000) to be placed in escrow on or
before the later of March 1, 2013 or 45 days following completion
or abandonment of the third well in the initial well program, for
use in funding the first AUD$4,500,000 in dry-hole costs of an
optional three (3) well drilling program on either PEL 112 or PEL
444, provided that at least one well is drilled on each license
(earning a working interest of 5.833% per well in each license,
totaling a working interest of 17.5%).
Terra Nova will act as operator with respect to seismic
acquisition on PEL 444 and all drilling work contemplated by the
Farm-Out.
Costs incurred in relation to the seismic Earning Obligations in
excess of AUD $4,700,000, if any, shall be borne by Terra Nova and
the Current Working Interest Partners in accordance with their
Working Interest percentages calculated as though Terra Nova had
successfully completed all of its Earning Obligations and earned
the Farm-In Interest.
In the event Terra Nova elects to complete either or both of the
first two wells drilled in connection with the initial three well
drilling program, Terra Nova will pay 50% of the completion cost
and Holloman will pay the other 50% of the completion costs. In the
event Terra Nova elects to complete the third well drilled in
connection with the initial three well drilling program, or any
well drilled in connection with the optional three well drilling
program, Terra Nova will pay 50% of the completion cost and the
Current Working Interest Partners will pay the other 50% of the
completion costs in proportion to their working interests on May
11, 2012.
In the event any well drilled in connection with either the
initial or optional drilling programs is commercially viable, and
Terra Nova elects to complete such well, Terra Nova will be
entitled to a preferential recovery of one hundred percent of the
costs it has paid to drill and test that successful well. Terra
Nova is entitled to 80% of the production from that well until
either the well has ceased production or Terra Nova has received
net revenue equal to the costs it has paid to drill and test the
well, whichever occurs first.
Terra Nova will earn the Farm-Out Interest in portions based
upon successful completion of specific Earning Obligations. In each
instance, the Current Working Interest Partners will each
contribute a portion of the working interest earned by Terra Nova.
In the event Terra Nova earns the entire Farm-In Interest, the
Current Working Interest Partners will transfer to Terra Nova the
following working interest percentages in both PEL 112 and PEL
444:
(a) Holloman will contribute an
undivided 38.556% working interest in both PEL 112 and PEL 444
(resulting in a residual working interest position of 28.112% in
each license);
(b) ACOR will contribute an undivided
8.222% working interest in both PEL 112 and PEL 444; and
(c) Sakhai will contribute an undivided
8.222% working interest in both PEL 112 and PEL 444.
The Farm-Out may be terminated by any party upon the occurrence
of an uncured breach of any material term. Terra Nova may terminate
the Farm-Out any time before it has earned the Farm-Out Interest
upon providing written notice of such termination to each of the
Current Working Interest Partners, provided that Terra Nova has
paid the required fees to Holloman and has issued its shares to the
Current Working Interest Partners. In the event Terra Nova
terminates the Farm-Out, it will only be entitled to any interest
in either PEL 112 or PEL 444 that it has earned up to the date of
termination.
About Holloman Energy
Holloman Energy Corporation is focused on exploring and
producing oil in Australia's Cooper Basin. Holloman's Cooper Basin
leases include interests in PEL 112 and PEL 444 which comprise
4,544 Sq km (1.125 million acres) in the southwest and northwest
sectors of Australia's prolific Cooper – Eromanga Basin.
Forward-Looking Statements: This press release includes
forward-looking statements as determined by the U.S. Securities and
Exchange Commission (the "SEC"). All statements, other than
statements of historical facts, included in this press release that
address activities, events, or developments that the Company
believes or anticipates will or may occur in the future are
forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may
cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include general economic
and business conditions, the ability to acquire and develop
specific projects, the ability to fund operations and changes in
consumer and business consumption habits and other factors over
which the Company has little or no control. The Company does not
intend (and is not obligated) to publicly update any
forward-looking statements. The contents of this press release
should be considered in conjunction with the warnings and
cautionary statements contained in the Company's recent filings
with the SEC.
ON BEHALF OF THE BOARD OF DIRECTORS
Holloman Energy Corporation
http://www.hollomanenergy.com
CONTACT: Holloman Energy Corporation
Grant Petersen
(778) 999-9740
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