REG - Petroneft Resources - Heads of Terms for Potential Disposal

Petroneft ResourcesAnnouncement

14/06/2023 08:30

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RNS Number : 6826C  Petroneft Resources PLC  14 June 2023

 PetroNeft Resources plc

14 June 2023

 

PetroNeft Resources plc ('PetroNeft' or 'the Company')

 

Licence 67

Heads of Terms for Potential Disposal

 

PetroNeft announces that it has entered into a non-binding conditional Heads
of Terms (the "HoT") to sell its entire interest in Lineynoye LLC
("Lineynoye"), the subsidiary through which the Company holds its interest in
Licence 67, to Pavel Tetyakov (CEO of PetroNeft) for a consideration of Rub
210million (US$2.56m at current exchange rates) plus the assumption of debt
(the "Proposed Disposal").

PetroNeft owns 90% of Lineynoye with the remaining equity being owned by
Belgrave Naftogas ("Belgrave"), formerly Arawak Energy, who have also agreed
to sell its interest.

In addition, a loan agreement is being executed between Lineynoye and Pavel
Tetyakov for Rub 4.4M (the "Loan Agreement"). The aim of this loan agreement
is to enable Lineynoye to settle an outstanding shareholder loan agreement
between the Company and Lineynoye for Rub 4.4M. The proceeds of the loan will
be put towards the Company working capital requirements. The loan will be for
a six-month period, at zero interest rate and is unsecured.

The Proposed Disposal is subject, inter alia, to the execution of a formal
binding sales and purchase agreement. If agreed, the Proposed Disposal would
be subject to all applicable corporate and government approvals, as well as
approval of independent shareholders of the Company under AIM and Euronext
Growth Rules. Moreover, the Proposed Disposal would amount to a related party
transaction for PetroNeft under AIM and Euronext Growth Rules.

Further announcements will be made, as appropriate, in due course.

Background and rationale

As a result of the considerable and increasing challenges faced by the Company
due to the Ukrainian conflict, on 29 November 2022, the Company announced a
Strategic Asset review. On the 10 February 2023, the Company announced that
Pavel Tetyakov (CEO and Executive Director of PetroNeft) had expressed an
interest in acquiring the Company's Russian Assets. An independent committee
of the board of PetroNeft was constituted to review any offers and to consider
all other viable options.

 

Since November 2022, the Company has run a competitive process, inviting
interested parties to participate in a potential disposal of all or some of
its Russian assets. During the process, two additional parties issued
expressions of interest and undertook due diligence. After completion of their
respect due diligence exercises, both parties declined to submit a bid. As of
today's date, the only interested party is Pavel Tetyakov.

 

In addition to Licence 67, Pavel Tetyakov also expressed an interest in
acquiring 100% of Stimul-T LLC (which owns and operates Licence 61), but the
Company's joint venture partner in respect Licence 61, Oil India International
B.V., have so far rejected the offer. Stimul-T LLC voluntarily filed for
bankruptcy administration in Russia in May 2023.

 

The Loan Agreement constitutes a related party transaction pursuant to AIM and
Euronext Growth Rules. The Independent Directors consider, having consulted
with Davy, the Company's nominated adviser and Euronext Growth Adviser, that
the terms of the related party transaction (being the Loan Agreement) are fair
and reasonable insofar as the Company's independent shareholders are
concerned.

 

Debt Settlement Agreements

 

As of 31 May 2023, the Company has four main debt instruments totaling
US$5,586,603, which includes US$947,003 of accumulated interest. The debt
instruments include the Petrogrand B.V. loan, two convertible loans issued in
2019 and 2021, and a loan from Belgrave Naftogas issued as part of the
acquisition of the additional interest in Licence 67 in 2021.

 

The Company has been engaging with the debt holders to reach a settlement
agreement in conjunction with the Proposed Disposal, which is likely to result
in a significant reduction of the principal amount and forgiveness of
interest.

 

 

2022 Audit Update

 

Whilst the Company will continue to try to source an auditor in respect of the
Company's financial statements for the financial year ended 31 December 2022,
the Company will not be able to publish audited accounts for 2022 by the
required deadline of the 30 June 2023 under the under AIM and Euronext Growth
Rules. The likely consequence is that the Company's ordinary shares will be
suspended from trading on 3 July 2023, until such time as the situation can be
resolved.

 

For further information, contact:

 David Sturt, Executive Chairman, PetroNeft Resources plc    +353 1 647 0280
 Brian Garrahy / Ciara O'Mongain, Davy (NOMAD and Corporate  +353 1 679 6363
 Broker)
 Douglas Keatinge, Murray Consultants                        +353 1 498 0300

 

This announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation and is disclosed in accordance with the Issuer's
obligations under Article 17 of the Market Abuse Regulations.

 

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