ST. HELIER, Jersey, Sept. 2, 2016 /CNW/ -
Memorandum of Understanding
EastSiberian Plc ("EastSiberian" or the "Corporation") is
pleased to announce that it has entered into a binding memorandum
of understanding dated August 26,
2016 ("MOU") to sell the assets of EastSiberian in respect
of its Nicaraguan opportunity (the "Nicaraguan Assets") to a
private arm's length third party company (the "Purchaser"). These
assets represent substantially all of the Corporation's assets. The
price of such assets is equal to $3
million, payable to EastSiberian upon completion of the
conditions set forth below, of which $1.5
million would be payable in cash and the remaining
$1.5 million would be payable, at the
discretion of the Purchaser, in cash or shares of the
Purchaser.
As consideration for the execution by the Purchaser of the MOU,
EastSiberian has agreed to immediately assign to the Purchaser its
interests in a Cooperation Agreement (a letter of intent) with
Empresa Nicaraguense del Petróleo, the Nicaraguan national oil
company ("Petronic") and a Heads of Joint Operations Agreement with
Petronic in respect of the intention of finding ways to cooperate
in oil and gas activities with Petronic in Nicaragua.
The MOU provides that: (i) the parties may replace the MOU with
a more substantial definitive agreement if required; and (ii) the
sale transaction shall be completed no later than December 15, 2016, subject to extension by the
Purchaser.
The sale transaction is subject to a number of conditions
including, but not limited to: (i) completion of due diligence by
the Purchaser, (ii) the Purchaser having completed a financing of
US$30 million, (iii) oil reserves
being declared commercially proven P1 reserves under COGE Handbook,
(iv) the Purchaser having obtained the hydrocarbon concessions
identified in the Joint Operations Agreement with Petronic, (v) the
approval of the board of directors of EastSiberian of the
definitive agreement (if prepared) in respect of the sale
transaction, and (vi) receipt of all approvals, including the
approval of the TSX Venture Exchange and the shareholders of
EastSiberian.
The board of directors of EastSiberian has determined that
pursuing the transaction is in the best interest of EastSiberian
given that EastSiberian does not have sufficient resources to
obtain the hydrocarbon concessions or develop such concessions
without the involvement of the Purchaser. EastSiberian has no
positive cash flow and there is a significant risk associated with
EastSiberian's ability to raise additional capital. The MOU is the
result of negotiations between EastSiberian and the Purchaser that
have been ongoing since 2014. Associates of the Purchaser
have assisted EastSiberian in obtaining the cooperation agreements
entered into with Petronic.
Upon completion of the sale transaction, it is contemplated that
EastSiberian will have no material assets or operations and that
the directors of EastSiberian would dissolve EastSiberian, with any
and all remaining assets to be distributed to the shareholders of
EastSiberian. The dissolution of EastSiberian and its
consequential delisting from NEX would be subject to shareholder
approval.
EastSiberian cautions that there is no assurance that the MOU
will result in a sale transaction or, if a transaction is
undertaken, as to its terms or timing.
Trading of the common shares of EastSiberian has been halted
since July 2014 to permit
EastSiberian to explore the Nicaraguan opportunity. It is expected
that the TSX Venture Exchange will suspend trading following this
announcement.
The Corporation also wishes to announce that Joe Hocher has resigned from the Board of
Directors of EastSiberian effective August
13, 2016 for personal reasons. The Board wishes to thank Joe
for all his excellent work and guidance throughout the time he
assisted the Corporation.
Financial Results for the year ended May 31, 2016
The Corporation reports its audited financial results for the
year ended May 31, 2016. EastSiberian
has filed its Consolidated Financial Statements for the year ended
May 31, 2016 and its Management's
Discussion and Analysis ("MD&A") on www.sedar.com.
SELECTED FINANCIAL INFORMATION
The audited consolidated financial information of EastSiberian
includes the Corporation, its subsidiaries and its investments in
equity accounted investees.
Selected financial information for the year ended May 31,
2016 and 2015 and as at May 31, 2016 and May 31,
2015 are set out below and should be read in conjunction with
EastSiberian's May 31, 2016 Consolidated Financial
Statements and MD&A. All financial information is stated
in United States dollars, unless otherwise indicated.
All amounts
expressed in USD
|
|
except as
otherwise noted
|
2016
|
2015
|
Net loss for the
period
|
876,068
|
1,380,544
|
Weighted average
number of common shares
|
|
|
outstanding – basic
and diluted
|
43,362,832
|
15,313,603
|
Net loss per share –
basic and diluted
|
(0.02)
|
(0.09)
|
Comprehensive loss
for the period
|
883,733
|
1,382,185
|
|
|
|
Cash flow provided
from (used in) operations
|
(233,958)
|
(909,140)
|
Cash flow from (used
in) investing
|
(38,838)
|
(43,127)
|
Cash flow from (used
in) financing
|
-
|
1,188,590
|
Foreign exchange gain
(loss) on cash
|
(9,702)
|
-
|
Increase (decrease)
in cash and cash equivalents
|
(272,796)
|
236,323
|
|
|
|
Cash and cash
equivalents
|
1,833
|
284,331
|
Working capital
(deficit)
|
(1,800,449)
|
(916,717)
|
Total
assets
|
3,297
|
298,223
|
Total
liabilities
|
1,803,746
|
1,214,940
|
Shareholders' equity
(deficit)
|
(1,800,449)
|
(916,717)
|
About EastSiberian
EastSiberian is an international junior oil exploration company
incorporated in the Bailiwick of Jersey. For further information,
please visit the EastSiberian Plc website at
www.eastsiberianplc.com. The common shares of the Corporation
are listed currently on the NEX.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Advisory Regarding Forward-Looking Statements
This press release contains certain forward-looking
statements and forward-looking information (collectively referred
to as "forward looking statements") within the meaning of Canadian
securities laws. All statements other than statements of historical
fact are forward-looking statements. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "plan", "continuous", "estimate", "expect", "may",
"will", "project", "should" or similar words suggesting future
outcomes and includes statements regarding the expectation that the
Corporation will enter into a definitive agreement regarding the
sale transaction and the terms of the sale transaction.
Undue reliance should not be placed on forward-looking
statements, which are inherently uncertain, are based on the terms
of the MOU and on estimates and assumptions, and are subject to
known and unknown risks and uncertainties (both general and
specific) that contribute to the possibility that the future events
or circumstances contemplated by the forward-looking statements
will not occur. There can be no assurance that the plans,
intentions or expectations upon which forward-looking statements
are based will in fact be realized. Actual results will differ, and
the difference may be material and adverse to EastSiberian and its
shareholders. In particular, there can be no assurance
that a definitive agreement will be entered into or that any sale
transaction will proceed as proposed or at all.
The forward-looking statements contained in this press
release are made as of the date hereof and EastSiberian does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, except as required by
applicable law. The forward-looking statements contained herein are
expressly qualified by this cautionary statement.
SOURCE EastSiberian Plc