CALGARY, ALBERTA--(Marketwire - Aug. 12, 2011) - Kulczyk Oil Ventures Inc. (WARSAW:KOV) ("Kulczyk Oil", "KOV" or the "Company") is pleased to announce the conversion of an existing debenture into common shares of KOV and the finalization of new funding arrangements.
New Funding Arrangement
On 11 August 2011 KOV finalized arrangements with two parties for the provision of an aggregate amount of up to $23.5 million in funding to KOV. The funding will enable KOV to meet its financial commitments for the next 12 months, prior to the planned raising of additional capital with the listing of KOV shares on the Alternative Investment Market of the London Stock Exchange (the "IPO") (as disclosed in KOV news release date 11 May 2011).
The funding is being supplied by Kulczyk Investments S.A. ("KI"), the major shareholder of KOV and by Radwan Investments GmBH ("Radwan). KI is an international investment company in which Dr. Jan Kulczyk, the Chairman of the board of directors of KOV, beneficially owns or controls directly or indirectly, a majority shareholding. The sole shareholder of Radwan is Radwan Privatstiftung, an Austrian private foundation, and the children of a senior officer of KI are among the class of beneficiaries who may benefit from the assets of the foundation.
In connection with these arrangements KOV issued unsecured convertible debentures to KI for up to $21,150,000 and to Radwan for up to $2,350,000 million maturing on 11 August 2012 (the "Maturity Date"). Interest is payable under the debenture at a rate of 8% per annum compounded semi-annually. If KOV completes the IPO, KOV's obligations under the debentures will be converted by KI and Radwan to KOV shares at a conversion price equivalent to the offer price of the shares in the IPO. If KOV does not complete the IPO before the Maturity Date, KI and Radwan will have an option to convert the outstanding obligation owing to them under their debenture into KOV shares at a price equal to the volume weighted average price of the KOV shares on the Warsaw Stock Exchange during the five trading days prior to, and excluding, the Maturity Date.
Additionally, within five business days from the earlier of the date of the IPO or the Maturity Date, KOV will issue, subject to certain conditions, additional shares to KI and Radwan with the amount of the shares issued being calculated under a formula based on the applicable conversion price and the amount of debt incurred by KOV under the arrangement. The total number of KOV common shares issuable to Radwan and KI if the debentures are converted is uncertain as the total funds to be ultimately drawn down by KOV, the final conversion price, and the number of additional shares to be issued, will all be determined in the future.
KI presently holds 200,358,212 common shares of KOV, representing, in aggregate, approximately 49.8% of the outstanding common shares of KOV. Radwan presently holds 9,251,199 common shares of KOV representing, in aggregate, approximately 2.3% of the outstanding common shares of KOV. Collectively, KI and Radwan hold 209,609,411 common shares of KOV represented in aggregate, approximately 52% of the outstanding common shares of KOV. Pursuant to Canadian regulations KI and Radwan may be considered to be acting jointly.
As KI and Radwan are accredited investors pursuant to National Instrument 45-106 – Prospectus and Registration Exemptions ("NI 45-106") as adopted by the Canadian Securities Administrators, Section 2.3 of NI 45-106 was relied upon with respect to the issuance of the Debentures.
Conversion of TIG Debenture
A convertible debenture with a face amount of $10,010,000 and an amended conversion price of $0.5767 per KOV share was issued in September 2009 to three limited partnerships managed by Tiedemann Investment Group (the "TIG Debenture") as a part of the closing of the acquisition of Triton Hydrocarbons Pty Ltd. The maturity date of the TIG Debenture was 12 August 2011. In early August 2011 the TIG Debenture was assigned, with the consent of KOV, to a third party at arm's length to each of KOV, KI and Radwan. On 5 August 2011, KOV was advised by such third party that they would exercise their rights, effective as of 12 August 2011, to convert the outstanding principal amount and any interest owing under the terms of the debenture into 18,501,037 shares of KOV at a conversion price of $0.5767 per share.
Assets of Kulczyk Oil
Kulczyk Oil is an international upstream oil and gas exploration company with a diversified portfolio of projects in Brunei, Syria and Ukraine and with a risk profile ranging from exploration in Brunei and Syria to production and development in Ukraine.
In Brunei, KOV owns working interests in two production sharing agreements which gives the Company the right to explore for and produce oil and natural gas from Block L and Block M. KOV owns a 40% working interest in Block L,a 2,220 square kilometre (550,000 acre) area covering onshore and offshore areas in northern Brunei and a 36% working interest in Block M, a 3,011 square kilometre (744,000 acre) area onshore in southern Brunei.
In Ukraine, KOV owns an effective 70% interest in KUB-Gas LLC. The assets of KUB-Gas consist of 100% interests in five licenses near to the City of Lugansk in the northeast part of Ukraine. Four of the licenses are gas producing.
In Syria, KOV holds a participating interest of 50% in the Syria Block 9 production sharing contract which provides the right to explore for and, upon fulfillment of certain conditions, to produce oil and gas from Block 9, a 10,032 square kilometre (2.48 million acre) area in northwest Syria. The Company has an agreement to assign a 5% in ownership interest to a third party which is subject to the approval of Syrian authorities, and which, if approved, would leave the Company with a remaining effective interest of 45% in Syria Block 9.
For further information, please refer to the Kulczyk Oil website (www.kulczykoil.com).
Translation: This news release has been translated into Polish from the English original.
Forward-looking Statements This release contains forward-looking statements made as of the date of this announcement with respect to future activities of KOV related to the debentures issued to Radwan and KI, the conversion of the TIG Debenture, the proposed listing of KOV shares on AIM and the proposed raising of additional capital coincident with the listing on AIM, that are not historical facts. Although the Company believes that its expectations reflected in the forward-looking statements are reasonable as of the date hereof, any potential results suggested by such statements involve risk and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Various factors that could impair or prevent the Company from completing the expected activities on its projects include thatthe Company's projects experience technical and mechanical problems, there are changes in product prices, failure to obtain regulatory approvals, the state of the national or international monetary, oil and gas, financial, political and economic markets in the jurisdictions where the Company operates and other risks not anticipated by the Company or disclosed in the Company's published material. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties and actual results may vary materially from those expressed in the forward-looking statement. The Company undertakes no obligation to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement, unless required by law.
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