San Leon Energy Plc, the AIM listed oil and gas exploration and production company focused on Africa and Europe, has entered into a series of definitive agreements with TSX-Ventures listed Horizon Petroleum Ltd. (Horizon) regarding the disposal of, through wholly-owned subsidiaries and other SLE-controlled entities, 100% interests in two oil & gas concessions in Poland known as Cieszyn and Bielsko-Biala (the “Primary Concessions”), plus 100% working interests in two additional oil & gas concessions in Poland known as Prusice and Kotlarka, and another concession which is under application (together the “Secondary Concessions”).
Horizon previously paid a non-refundable deposit of US$100,000 and advanced a loan of US$100,000, as part of this transaction.
The consideration for the acquisition of the Primary Concessions is:
1. US$1,000,000 in cash, less the US$100,000 loan, for a net cash payment of US$900,000.
2. C$1,000,000 worth of common shares in the capital of Horizon (Horizon Shares) based on Horizon meeting specific issuance terms. The Horizon Shares are to be issued at the lesser of a) C$0.20 per share, b) the lowest price per share at which Horizon completes an equity placement for a minimum of C$1 million, up to but not including the date of closing of the acquisition (the “Completion Date”), and c) the volume weighted average price per Horizon Share for the period of 10 trading days immediately prior to the Completion Date. If Horizon is unable to meet the specific issuance terms by the Completion Date, it will be required to pay San Leon the equivalent value of the Horizon Shares in cash
3. A 6% net profits interest on each concession.
The consideration for the acquisition of the Primary Concessions is payable on closing of the transaction which is subject to a number of conditions, including certain approvals by the government in Poland, as well as the approval of the TSX Venture Exchange.
The consideration for the acquisition of the Secondary Concessions is 10,000 Euros per concession, plus a 6% net profits interest on each concession. Closing of the Secondary Concessions transaction is also subject to a number of conditions including the closing of the acquisition of the Primary Concessions and the consent of the Irish Takeover Panel.
Separately, San Leon has entered into definitive agreements with Gemini Resources Limited, a United Kingdom company, (Gemini) to dispose of, through wholly-owned subsidiaries and other SLE-controlled entities, 100% interests in two further oil & gas concessions in Poland known as the Gora and Nowa Sol Concessions.
Gemini shall pay a nominal cash consideration of one euro plus a 5% net profits interest on each concession. Closing of the disposal to Gemini is subject to certain approvals by the government of Poland.
The disposal of these six concessions in Poland reduces San Leon’s expenditure on non-core assets whilst retaining future net profit interests in the case of development success. The disposals represent a loss of approximately €400,000 over the book value of assets, after adjusting for the reduction in San Leon’s decommissioning liabilities.
Following the disposal, the Company holds the following unconventional exploration licences in Poland:
Baltic Basin – Gdansk West & Szczawno Concessions.