May 13, 2013, Vancouver, B.C., Canada. Simba Energy Inc. (TSXV: SMB, Frankfurt: GDA, OTCQX: SMBZF) (“Simba”), the onshore pan-African oil and gas explorer with assets in Kenya, Guinea and Chad, is pleased to announce that it has signed a memorandum of understanding (the “MOU”) with Ajax Exploration Ltd. (“Ajax”), a privately-owned oil and gas company, to farmout a 66% interest and operatorship of Block 2A, onshore Kenya (“Block 2A”).
The MOU, which is to be superseded by definitive farmout agreement (the “Farmout Agreement”) that Simba expects to be negotiated and executed shortly, is intended to set out the principal commercial terms of the farmout only, which are as follows:
Highlights of MOU:
- The transaction provides a significant investment in Simba’s Kenya asset, delivering a fully carried pre-drill exploration program and a commitment to drill and carry Simba for one exploration well.
- Ajax is to commit to a work program including drilling one well for Simba representing a gross investment of up to US$36.5 million (assuming a well cost of US$25 million in Kenya)
- Ajax will pay Simba up to US$3.1 million in back costs. In addition, Ajax will provide a net carry of up to US$12.4 million (assuming a well cost of US$25 million)
The MOU provides that upon execution of the Farmout Agreement, Ajax is to advance to Simba a loan of the sum of US$1,300,000 (the “Loan”) to cover some back costs incurred by Simba prior to the effective date of the Farmout Agreement and to concurrently issue a 2 year convertible loan note (the “Loan Note”) to evidence the Loan. The Loan is to be extinguished and the Loan Note cancelled if and when the Farmout Agreement receives Kenyan government approval and Simba transfers the 66% interest in Block 2A to Ajax. Simba anticipates receiving government approval later this year after executing the Farmout Agreement and transferring the 66% interest to Ajax shortly thereafter, said Agreement and transfer subject to Kenya government approval; however, if such approval and transfer has not occurred within 365 days after signing of such Farmout Agreement, or in the event of default under the Loan Note, then Ajax may elect to convert the Loan into Simba common shares at a conversion price of C$0.075 per share during the first year, or C$0.10 per share thereafter. The Loan is to bear interest at a rate of 3% and permit Simba to prepay a minimum of US$250,000 at any time without penalty. In addition, the Loan Note will restrict Simba from creating, incurring or permitting the subsistence of any security interest over the Kenya production sharing contract or related assets, or from creating any indebtedness or securities or entering into any other obligation that ranks in priority to the Loan Note.
Hassan Hassan, Managing Director of Operations stated, “The MOU with Ajax provides Simba and its stakeholders with the opportunity to accelerate its exploration program in Kenya. Simba’s first Farmout Agreement provides an attractive valuation marker for part of its asset portfolio and delivers the required funding for our upcoming exploration campaign.”
Andrew Shrager, Chairman of Ajax said: “This MOU represents a second step in our relationship with Simba for its Kenya exploration block. In 2012, our associate, GeoDynamics Worldwide srl conducted a broad based grid Passive Seismic survey which identified potential areas for further exploration efforts. We now intend to apply our suite of technologies with the aim of speeding up the exploration phase, and drill our first well in late 2014.”
The Farmout Agreement will be subject to governmental approval, and the terms of the Farmout Agreement and the Loan will also be subject to receipt of acceptance for filing by the TSX Venture Exchange.
About Simba Energy:
Simba Energy Inc. is a Pan-African oil and gas exploration company with onshore PSCs in Kenya, Guinea and Chad. Simba focuses on onshore oil and gas exploration in areas that are under developed or not previously exploited.
Simba’s objective is to establish itself as a diversified international explorer and developer with a growing oil and gas acreage position with significant upside potential for shareholders.
Ajax Exploration Limited is a newly formed oil and gas exploration company with a particular focus on key technical aspects of G&G analysis. Ajax utilizes a combination of emergent technologies which have been proven in prior exploration work that include passive seismic, ultra low frequency active seismic, and a variety of remote sensing tools which it believes significantly enhances the probability of drilling success.
The company is privately owned, with principal backing from private equity sources that have established businesses in oil and gas trading, terminal construction and logistics, as well other worldwide investments including satellite technology, media, agriculture and real estate holdings.
ON BEHALF OF THE BOARD
“Robert Dinning”, President & CEO.
For further information, please contact: Mark Sommer, firstname.lastname@example.org , Toll Free: 1-855-777-4622, or Paul Vonk, email@example.com, +44 (0) 20 7930 8678; ; or visit: www.simbaenergy.ca; or
Financial Public Relations (UK), Lionsgate Communications, Jonathan Charles, firstname.lastname@example.org, + 44 (0)779 189 2509.
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.
Certain statements made and information contained herein may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or the Company’s future performance, business prospects or opportunties. Forward-looking information includes, but are not limited to, statements with respect to the receipt of the Loan, the entering into and the receipt of Kenyan governmental approval of the Farmout Agreement and the additional financing to be received from, and the amount and timing of work to be conducted by, Ajax under the Farmout Agreement. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes” or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results “may”, “may have”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Although management believes that the assumptions made and the expectations represented by such forward-looking information are reasonable, there can be no assurance that forward-looking information herein will prove to be accurate. Forward-looking information by its nature is based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause Simba’s actual results, events or achievements to be materially different from those anticipated by such forward-looking information. Simba believes that the expectations reflected in the forward-looking information is reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Simba does not intend, and does not assume any obligation, to update the forward-looking information, except as required by applicable laws. The forward-looking information involves risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking information.