HOUSTON, May 15, 2012 (GLOBE NEWSWIRE) -- Holloman Energy Corporation (HENC.OB) announces completion of a definitive farm-out agreement with Terra Nova Minerals Inc. on the exploration of its Australian Cooper Basin holdings (the "Farm-Out"). The Farm-Out, which was made effective May 11, 2012, set out terms by which Terra Nova may earn a 55% working interest in Holloman's PEL 112 and PEL 444 concessions by funding seismic acquisition and a six (6) well drilling program on the properties.
"The execution of the Terra Nova Farm-Out significantly enhances our exploration capacity," stated Mark Stevenson, Holloman CEO. "We have been informed that the first AUD$4,700,000 payable under the Farm-Out has already been transferred to escrow. We have also been advised that Terra Nova intends to undertake seismic acquisition on PEL 112 and PEL 444 at the first possible opportunity."
On May 11, 2012, Terra Nova closed an equity financing for gross proceeds of $10,652,000. The financing was pursued in connection with its undertaking of the Farm-Out. Macquarie Private Wealth Inc. acted as agent for the transaction.
General Terms of the Farm-Out
The Farm-Out provides terms under which Terra Nova may earn a 55% undivided working interest in PEL 112 and PEL 444 (the "Farm-Out Interest").
During March and April 2012, Terra Nova paid Holloman non-refundable fees totaling $200,000 and, on or before May 25, 2012, will pay Holloman, ACOR and Sakahi (collectively the "Current Working Interest Partners") in PEL 112 and PEL 444, a total of 1,000,000 shares of their common stock with a current market value of approximately $290,000. On May 11, 2012, Terra Nova also paid Holloman an additional fee of $150,000. Holloman has agreed to provide Sakhai and ACOR a full accounting for its use of the Terra Nova fees (totaling $350,000). Holloman has further agreed to share with ACOR and Sakhai, any excess of the fees over the transaction costs it incurs in connection with the Farm-Out. Terra Nova's common stock and any excess fees will be distributed among the Current Working Interest Partners in accordance with their working interest percentages in PEL 112 and PEL 444 on May 11, 2012.
To earn the Farm-Out Interest, Terra Nova is required to fund exploration and development expenditures (the "Earning Obligations") totaling at least AUD$13,700,000 (USD$14,300,000) including:
- AUD$4,700,000 (USD$4,900,000) to be placed in escrow on or before May 25, 2012 for use in the completion of a seismic acquisition program sufficient to meet the minimum seismic acquisition requirements, and interpretation of the acquired data for PEL 112 and PEL 444 (earning a 20% working interest in each license); and
- AUD$4,500,000 (USD$4,700,000) to be placed in escrow on or before November 1, 2012 to secure Terra Nova's obligation to sole fund the dry-hole costs of an initial three (3) well drilling program on either PEL 112 or PEL 444, provided that at least one well is drilled on each license (earning a working interest of 5.833% per well in each license, totaling a working interest of 17.5%); and
- AUD$4,500,000 (USD$4,700,000) to be placed in escrow on or before the later of March 1, 2013 or 45 days following completion or abandonment of the third well in the initial well program, for use in funding the first AUD$4,500,000 in dry-hole costs of an optional three (3) well drilling program on either PEL 112 or PEL 444, provided that at least one well is drilled on each license (earning a working interest of 5.833% per well in each license, totaling a working interest of 17.5%).
Terra Nova will act as operator with respect to seismic acquisition on PEL 444 and all drilling work contemplated by the Farm-Out.
Costs incurred in relation to the seismic Earning Obligations in excess of AUD $4,700,000, if any, shall be borne by Terra Nova and the Current Working Interest Partners in accordance with their Working Interest percentages calculated as though Terra Nova had successfully completed all of its Earning Obligations and earned the Farm-In Interest.
In the event Terra Nova elects to complete either or both of the first two wells drilled in connection with the initial three well drilling program, Terra Nova will pay 50% of the completion cost and Holloman will pay the other 50% of the completion costs. In the event Terra Nova elects to complete the third well drilled in connection with the initial three well drilling program, or any well drilled in connection with the optional three well drilling program, Terra Nova will pay 50% of the completion cost and the Current Working Interest Partners will pay the other 50% of the completion costs in proportion to their working interests on May 11, 2012.
In the event any well drilled in connection with either the initial or optional drilling programs is commercially viable, and Terra Nova elects to complete such well, Terra Nova will be entitled to a preferential recovery of one hundred percent of the costs it has paid to drill and test that successful well. Terra Nova is entitled to 80% of the production from that well until either the well has ceased production or Terra Nova has received net revenue equal to the costs it has paid to drill and test the well, whichever occurs first.
Terra Nova will earn the Farm-Out Interest in portions based upon successful completion of specific Earning Obligations. In each instance, the Current Working Interest Partners will each contribute a portion of the working interest earned by Terra Nova. In the event Terra Nova earns the entire Farm-In Interest, the Current Working Interest Partners will transfer to Terra Nova the following working interest percentages in both PEL 112 and PEL 444:
(a) Holloman will contribute an undivided 38.556% working interest in both PEL 112 and PEL 444 (resulting in a residual working interest position of 28.112% in each license);
(b) ACOR will contribute an undivided 8.222% working interest in both PEL 112 and PEL 444; and
(c) Sakhai will contribute an undivided 8.222% working interest in both PEL 112 and PEL 444.
The Farm-Out may be terminated by any party upon the occurrence of an uncured breach of any material term. Terra Nova may terminate the Farm-Out any time before it has earned the Farm-Out Interest upon providing written notice of such termination to each of the Current Working Interest Partners, provided that Terra Nova has paid the required fees to Holloman and has issued its shares to the Current Working Interest Partners. In the event Terra Nova terminates the Farm-Out, it will only be entitled to any interest in either PEL 112 or PEL 444 that it has earned up to the date of termination.
About Holloman Energy
Holloman Energy Corporation is focused on exploring and producing oil in Australia's Cooper Basin. Holloman's Cooper Basin leases include interests in PEL 112 and PEL 444 which comprise 4,544 Sq km (1.125 million acres) in the southwest and northwest sectors of Australia's prolific Cooper – Eromanga Basin.
Forward-Looking Statements: This press release includes forward-looking statements as determined by the U.S. Securities and Exchange Commission (the "SEC"). All statements, other than statements of historical facts, included in this press release that address activities, events, or developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which the Company has little or no control. The Company does not intend (and is not obligated) to publicly update any forward-looking statements. The contents of this press release should be considered in conjunction with the warnings and cautionary statements contained in the Company's recent filings with the SEC.
ON BEHALF OF THE BOARD OF DIRECTORS
Holloman Energy Corporation