Australian Worldwide Exploration Limited is pleased to advise that it has executed a Stock Purchase Agreement ("Agreement") to acquire a further 22.5% interest in PMP 38158 (which includes the Tui Area oil project) and the Hector South sub-block of PEP 38483 ("HSSB") from New Zealand Overseas Petroleum (Holdings) Limited, part of the Transworld Group of Companies ("Transworld").
The acquisition is to be funded through the issue of new AWE shares to Transworld and is subject to completion of a related transaction, whereby Transworld will sell a further 22.5% interest in PMP 38158 and the HSSB to an un-named third party for a comparable value. It is expected that the Operator of PMP 38158 will remain New Zealand Overseas Petroleum Limited ("NZOP") which will, as a result of this Transaction, be a wholly owned subsidiary of AWE.
The Transaction
AWE is to acquire 100% of the shares in NZOP from Transworld for a consideration of 48.66 million fully paid ordinary shares in AWE plus a minor share of the potential upside from the Tui Area oil project and the HSSB. The acquisition has an effective date of October 31, 2005. Completion of the Agreement remains subject to regulatory approvals.
Following completion of the Transaction, the AWE Group will hold a 42.5% equity in PMP 38158 and the HSSB. At the completion of the Transaction the assets of NZOP will include:
• A 22.5% interest in Petroleum Mining Permit 38158 ("PMP 38158"), incorporating the Tui Area oil project;
• A 22.5% interest in the HSSB, which as a result of an extension granted by the Ministry of Economic Development on Friday 20th January 2006, is a part of the Petroleum Exploration permit PEP 38483 ("PEP 38483"); and
• From the effective date, cash of approximately US$49.5 million (subject to an expected tax liability of approximately US$8.1 million).
At the completion of the Transaction AWE will issue 48.66 million fully paid ordinary shares to Transworld. These shares will represent approximately 11% of the expanded capital of AWE. The principal of Transworld, Mr John Deuss, will be invited to join the board of AWE following completion of the Transaction.
In addition, AWE will pay a Net Cash Interest to Transworld if returns from PMP 38158 exceed certain benchmark levels. AWE will also pay an overriding royalty interest ("ORRI") on any revenue resulting from the development of any future discoveries made within the HSSB. Rationale for the Transaction.
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