HIGHLIGHTS
- Definitive agreements executed for the sale of 100% of Blackspur Oil Corp. to Astara Energy Corp.
- Total consideration C$75 million (A$83.3 million) with customary industry adjustments at completion for net debt
- Sale reflects a post-sale net cash backing of ~13 – 13.5 cents (A$) per share (after completion adjustments)
- Key conditions precedent to completion:
- CE1 shareholder approval
- Canadian Competition Act approval
- Following completion, CE1 intends to distribute no less than 85% of the sale proceeds to CE1 shareholders
- CE1 will continue as a listed company with production from the Paradise well in British Columbia and will review potential complementary new opportunities
- Parties aim to complete the transaction approximately 10 days after shareholder approval, but no later than 30 March 2024
Calima Energy has entered into a binding definitive agreement with Astara Energy Corp, pursuant to which Calima has agreed to sell 100% of its ownership in its wholly owned Canadian subsidiary, Blackspur Oil Corp, the owner of the Company’s Brooks and Thorsby production assets for a cash consideration of ~A$83.3 million (C$75 million) prior to customary completion adjustments for net debt. Astara is fully financed in respect of the acquisition.
The Board of Directors has recommended the Blackspur Sale as the market capitalisation of the Company on the ASX has not reflected the inherent value of Blackspur, with the Blackspur Sale value approximately double the current market capitalisation of the Company.
It is the Company’s objective to distribute no less than 85% of the funds received from the Blackspur Sale to Calima shareholders in the most tax effective form and the Company will seek an ATO ruling on this matter in a timely fashion.
During 2023, the Company has also returned A$10 million in previous distributions to shareholders.
The balance of the proceeds from the Blackspur Sale are intended to be used to fund the Company’s future exploration programs and to pay for ongoing operational and administrative costs.
It is anticipated that the Canadian Competition Act approval will be granted prior to the CE1 shareholders’ meeting.
Commenting on the Blackspur Sale, Mr Glenn Whiddon, Chairman of Calima said:
'For some time, the share price of Calima has not accurately reflected the value of Calima’s oil and gas assets vis a vis our Canadian peers. The Blackspur Sale presents an excellent opportunity for Calima shareholders to benefit from this differential. It is the Board's objective to return the maximum amount of these proceeds to shareholders. I wish to thank all stakeholders for their support over the past few years, and importantly the management team and field staff of Calima for their focus and dedication to the Company’s assets.'
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Source: Calima Energy
