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Acquisition of Celtique Energie SpA

Source: 11/10/2011, Location: Europe

Sound Oil, the upstream oil and gas company with assets in Italy and Indonesia is pleased to announce the acquisition of Celtique Energie SpA ("Celtique") which materially uplifts Sound Oil's core NPV, together with the signature of Heads of Terms for a private placement of new ordinary shares.

Celtique is a private Italian company that owns 50% working interests in three permits in Italy:

- Torrente Alvo (Strombone oil discovery)
- Carita (Nervesa gas discovery)
- Monte Negro (gas exploration)

Sound Oil previously held a 50% interest in each of these permits which now increases to 100% as a result of the acquisition.

The total consideration is US$9.0 million comprising US$5.0 million in cash from the Company's existing funds (cash consideration of US$4.4 million and US$0.8 million in settlement of an inter-company loan net of US$0.2 million cash held by Celtique), 59,003,029 Sound Oil ordinary shares to the value of US$2.5 million (locked in for between 6 and 24 months) and 32,995,553 Sound Oil ordinary shares to the value of US$1.5 million (not subject to a lock in); all the consideration shares are subject to an orderly marketing arrangement. The total acquisition price represents US$1.8/boe.

All three permits have been the subject of an updated Competent Persons Report undertaken by Fugro Robertson which included the following key estimates in relation to Celtique's permits:

- Best estimate of contingent oil resources (2C) at Strombone of 6.4 MMbo (3.2 MMbo Celtique share) with a NPV10 success case of US$131.0 million (US$65.5 million Celtique share).
- Best estimate of contingent gas resources (2C) at Nervesa of 20.7 Bscf (10.4 Bscf Celtique share) with a NPV10 success case of US$61.6 million (US$30.8 million Celtique share).
In addition the Company has signed Heads of Terms with Astin Capital Management Limited ("Astin") on behalf of investment funds managed by Astin to fund drilling operations with a minimum of 4 million new equity across two tranches of ordinary shares. The funding is subject to a final legal agreement to be completed within 30 days with key terms including:

- Shares to be issued at 90% of the average price over the preceding 40 days.
- Three year warrants will be issued at a ratio of 6 warrants for each 10 shares issued. These warrants will be exercisable any time at 110% of the average price of the underlying shares for the 40 trading days prior to the date of issue.
- Potential for the private placement (on the same terms and timeline) to be increased up to an additional 6 million for future acquisitions and development.
- Astin (including connected funds and investors) will not acquire more than 25% of the issued share capital.

The Company intends to use the funds raised for drilling operations, including the Nervesa discovery, during 2012. Commenting on the above Gerry Orbell, Sound Oil's Chairman and CEO said: "This acquisition marks a very important step for the Company, as reinforced by the updated Competent Persons Report. We now own 100% of both Nervesa and Strombone which together are estimated to be worth over US$190 million (NPV10 success case). As sole owner and Operator, Sound is now able to control the pace of activity and it remains our intention to drill Nervesa in 2012."

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Related Categories: Accounting, Statistics  Acquisitions and Divestitures  Asset Portfolio Management  Economics/Financial Analysis  General  Industrial Development  Insurance  Investment  Mergers and Acquisitions  Risk Management 

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