Xtract Energy plc
01 September 2006
1 September 2006
XTRACT ENERGY PLC
('Xtract' or the 'Company')
Purchase of investments by Xtract
Xtract announces that it has agreed to acquire substantial shareholdings in
Cambrian Oil & Gas plc ('COIL'), Wasabi Energy Limited ('Wasabi') and Aviva
Corporation Limited ('Aviva') from Cambrian Mining plc ('Cambrian') and
Cambrian's wholly owned subsidiaries Deepgreen Minerals Corporation Limited and
Cambrian Investment Holdings Limited. The total consideration payable (which is
based on the closing market values as at 30 August 2006 of the shares being
acquired, all of which are quoted) for these investments is approximately £3.8
million which is being satisfied by the issue to the respective sellers of
convertible unsecured loan notes totalling approximately £3.3 million (the 'Loan
Notes') and a payment of £450,000 in cash to Cambrian.
Information on COIL
COIL was formed in March 2004 and acquired its first oil and gas exploration and
production assets in March 2005 when it was admitted to AIM; these are located
in the Kyrgyz Republic. In July 2006, COIL agreed to invest up to £1.7 million
in Methanol Australia Ltd., a gas-to-liquids business based in Australia which
is quoted on the ASX market.
As at 31 December 2005, COIL's net assets were £3.8 million and its loss before
tax for the six months then ended was £0.3 million. COIL raised £1.5 million in
a placing in July 2006 and its current market capitalisation is £4.7 million.
Xtract is to acquire 44,630,769 ordinary shares in COIL (representing 28.2% of
COIL's issued ordinary share capital) and warrants over an additional 22,844,994
ordinary shares (15,000,000 exercisable at 3p per share and 7,844,994
exercisable at 7p per share) for a total consideration of approximately £1.3
million (approximately £0.9 million in Loan Notes and £450,000 in cash).
Information on Wasabi
Wasabi is quoted on the ASX market. Wasabi has an investment in Exergy Inc., a
US-based business which owns a technology for the generation of electricity from
geothermal and waste heat. Wasabi also has interests in a Canadian coal mining
project at Lillyburt, two uranium exploration licences in Australia and an
Australian company specialising in developing bio diesel production plants and
in marketing the fuel.
As at 31 December 2005, Wasabi's net assets were £1.0 million and its loss
before tax for the six months then ended was £0.1 million. Wasabi's current
market capitalisation is £4.2 million.
Xtract is to acquire 81,511,422 ordinary shares in Wasabi (representing 19.5% of
Wasabi's issued ordinary share capital) for a total consideration of
approximately £0.8 million in Loan Notes.
Information on Aviva
Aviva is quoted on the ASX market. The Company's main business is an iron, coal
and cogeneration project in western Australia.
As at 31 December 2005, Aviva's net assets were £1.3 million and its loss before
tax for the six months then ended was £0.2 million. In January 2006, Aviva
raised £0.6 million in a placing. Aviva's current market capitalisation is £8.6
million.
Xtract is to acquire 61,500,000 ordinary shares in Aviva (representing 18.6% of
Aviva's issued ordinary share capital) and options over 10,000,000 Aviva shares
exercisable at a price of A$0.10 per share for a total consideration of
approximately £1.6 million in Loan Notes.
Note: the accounting information shown above has been extracted from the
unaudited interim accounts of the companies concerned and the market
capitalisation figures are based on share prices at the close of business on 30
August 2006. Amounts reported in Australian dollars have been translated at an
exchange rate of A$2.49/£1.
The Loan Notes carry interest at a rate of 2% over LIBOR and are repayable in
September 2008. In the event that the Company issues new shares in a placing, the
Loan Notes may be converted at the option of the noteholder into ordinary shares
of Xtract at the placing price.
Cambrian holds 55.2% of Xtract's issued ordinary shares and, as a result, the
Acquisition represents a related party transaction under the rules of AIM. The
directors of Xtract consider, having consulted with the Company's nominated
adviser, Smith & Williamson Corporate Finance Limited, that the terms of the
transaction are fair and reasonable insofar as its shareholders are concerned.
The Acquisition will significantly extend the range of Xtract's energy and
resource related investments beyond its existing oil shale and gold mining
interests.
Enquiries:
Xtract
Sue Wickerson 020 8466 0406
Director
Smith & Williamson
Azhic Basirov 020 7131 4000
David Jones 020 7131 4000
This information is provided by RNS
The company news service from the London Stock Exchange