Carcetti Capital Corp V.CART.H

The Deal is Done

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Cub Energy firms up deal to sell 3P, Tysagaz subsidiary

 

2022-07-29 17:07 ET - News Release

 

Mr. Patrick McGrath reports

CUB ENERGY ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT FOR SALE OF TYSAGAZ

Cub Energy Inc. has signed a definitive share sale and purchase agreement (SPA) for the sale of its 100-per-cent interest in 3P International Energy Ltd. and its wholly owned Ukraine subsidiary, Tysagaz LLC, as previously announced on July 12, 2022. The sale is for nominal consideration of $1 and the buyer assuming all of 3P's and Tysagaz's liabilities. The buyer group is two officers of the company, Eugene Chaban, the company's chief financial officer, and Sergey Panchuk, the company's chief operating officer.

The sale is subject to regulatory approval. The company received conditional approval from the TSX Venture Exchange and the company obtained written shareholder consents representing approval of approximately 54 per cent of the currently issued shares. Closing of the SPA is expected in August, 2022.

Cub is to receive the financial benefit or liability of natural gas sales through to July 31, 2022. The material assets and liabilities of the 3P and Tysagaz on closing are estimated to be as follows and subject to final adjustments (in thousands of United States dollars):

 

• Assets:
  • Cash: $300.
• Liabilities:
  • Ukraine bank debt (guaranteed by Cub): $367;
  • Reclamation provision: $373.

 

The buyers assume any and all liabilities, contingent and otherwise, as well as the assumption of all 3P and Tysagaz staff as of Aug. 1, 2022.

Patrick McGrath, chief executive officer of Cub, stated: "The sale of 3P and Tysagaz represents the final step in Cub's strategy to exit Ukraine and focus its capital on other opportunities or return it to shareholders. As at June 30, 2022, the company had approximately $7.4-million (U.S.) in working capital."

About Cub Energy Inc.

Cub Energy is an energy company looking to implement western technology and capital, combined with local expertise and ownership, to build a portfolio of assets within an advantaged commodity price environment. 

We seek Safe Harbor.

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Working capital as of June 30/22 was $7.4 million US which is almost exactly as it was at exit March 31/22. This is very consistent with my calculations in an earlier post that Kub would break even on its modest gas production including the impact of the higher royalty offset by much higher prices. The news release is a bit confusing re the assets remaining with the RK asset. However