maybe they can now lift the halt
MATERIAL FACT
ACQUISITION OF THE BIJUPIRÁ AND SALEMA OIL FIELDS AND
FPSO FLUMINENSE
Rio de Janeiro, February 13, 2015 - PetroRio1 ("PetroRio" or the "Company"), the new brand of HRT Participações em Petróleo S.A., in addition to the Material Fact disclosed on January 20, 2015, and in compliance to the Canadian legislation, hereby gives additional information related to the acquisition of 80% of the rights and obligations of the concession contracts for the Bijupirá and Salema Fields with Shell Brasil Petróleo Ltda. ("Shell") and the FPSO Fluminense used in the production process of both fields.
The total acquisition price under the Agreements is US$150 million, subject to adjustment, payable in cash, being 20% of the acquisition price for the fields funded in part with cash on hand resulting from the first issuance of the Company's convertible debentures which was completed in December 2014. The key attributes and other information about the convertible debentures are set forth in News Releases dated October 24, December 1, and December 9, 2014.
The balance of 80% of the acquisition price is payable at closing, upon satisfaction or waiver of all closing conditions, and may be funded through its existing standby credit facility provided by a syndicate of lenders led by Glencore Ltd., a subsidiary of Glencore PLC.
The completion of the purchase and sale transaction between PetroRio and Shell is subject to certain conditions precedent, including approval of the assignment of rights by Brazil's Council for Economic Defense (CADE) and the National Agency of Petroleum, Natural Gas and Biofuels (ANP). The transaction is also subject to acceptance of TSX Venture exchange (TSX-V), where the the Global Depositaru Shares ("GDS") of the Company are listed. Closing of the transaction may take several months, or may not occur at all.
The Company has retained an independent qualified reserves evaluator to prepare a geological report in compliance with the Canadian Securities Administrators' National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (the "Report"), and the Report is expected to be received on or about March 6, 2015. The Report will be used by the TSX-V as supporting documentation in determining whether or not to accept the proposed transaction, and it is expected that the Report will assist investors in assessing the proposed transaction. A further news release will be issued by the Company when the Report is available, providing further details on the assets proposed to be acquired under the Agreements. Investors are cautioned that, until the Report is prepared and disclosed, there may not be sufficient information about the assets so as to enable investors to make a reasonable investment decision about the transaction.
Click here for the Material Fact.