18 January 2016
Karoo Energy plc
(“Karoo Energy”, the “Group” or the “Company")
Acquisition of Remaining 15% of Tamboran Botswana (Pty) Ltd
Karoo Energy is pleased to announce that its 86.95% owned subsidiary, Equatorial Oil & Gas plc (“Equatorial”), has agreed to acquire the remaining 15% equity interest in Tamboran Botswana (Pty) Ltd (“Tamboran Botswana”) that Equatorial did not already own, for a purchase consideration of £400,000, pursuant to a sale and purchase agreement entered into between the Company and Australian-incorporated, Tamboran Resources Limited ("Tamboran Resources") (the "SPA"). Following completion of the SPA, Equatorial will own 100% of the equity in Tamboran Botswana.
An 85% interest in Tamboran Botswana was first acquired in July 2014. Tamboran Botswana currently has a 100% interest in three prospective shale gas licences: EL001/2012 (covering c. 53,544 km2), EL161/2015 (covering c. 23,980 km2) and EL162/2015 (covering c. 34,435 km2). Discussions are underway with the Botswana Government with regards to obtaining a four-year extension of the licence covering EL001/2012 which, if granted, would involve the relinquishment of approximately 50% of the licence acreage.
The consideration for the acquisition will be satisfied through the issue of 10,000,000 new ordinary shares of 0.25p each in the Company (the "Consideration Shares") at a deemed price of 4 pence per Consideration Share. Completion of the SPA is conditional on the admission of the Consideration Shares to trading on the ISDX Growth Market becoming effective, which is expected to take place on 19 January 2016.
Following completion of the SPA and the issue of the Consideration Shares, there will be a total of 158,325,504 ordinary shares of 0.25 pence in the Company ("Ordinary Shares") in issue and Tamboran Resources will be interested in 10,000,000 Ordinary Shares, representing approximately 6.32% of the issued share capital in the Company as enlarged by the issue of the Consideration Shares.
Pursuant to the SPA, Tamboran Resources has undertaken to the Company not to dispose of any interest in the Consideration Shares for a period of up to approximately 18 months from the date of signing of the SPA except with the approval of the Company or in certain limited circumstances such as acceptance of a general takeover offer for the Company.
The above figure of 158,325,504 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
NOEL LYONS, CEO, KAROO ENERGY PLC, COMMENTED:
“We are pleased to now have full control of Tamboran Botswana through our 86.95% owned subsidiary, Equatorial, as we progress our petroleum exploration licences. The licences are prospective for shale gas deposits and we look forward to updating shareholders with more positive news. We continue to be cognisant that exploration for shale gas in the region must only occur in a socially and environmentally responsible manner, and will ensure steps are taken to fully respect the operating environment at all times.”
The Directors of the Company accept responsibility for the content of this announcement.
Karoo Energy plc
Telephone: 020 3130 0674
Peterhouse Corporate Finance Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795