Centaurus Energy Inc. has closed an agreement (the "Agreement") with Gasener, SRL, a hydrocarbon trading company based in Argentina ("Gasener"), whereby Gasener has acquired Madalena Energy Argentina S.R.L. ("MEA"), the Company's operating subsidiary based in Argentina (the "Transaction").
Pursuant to the Transaction, Gasener has acquired MEA for a purchase price of US$20,000 and will assume all liabilities with respect to MEA.
Prior to the Transaction, Centaurus acquired MEA's interests in the PAE ORRI (as defined below). The PAE ORRI, announced on April 28, 2021 and closed on March 23, 2022, is the payment to Centaurus, over time, of 1.25% to 2.5% Overriding Royalty Interest (the "PAE ORRI") over the net proceeds corresponding to the 29% interest assigned to Pan American Energy, S.R.L., Argentine Branch, which is payable by PAE in semi-annual installments, and other considerations totaling US$16.83 million (as of the effective date of January 1, 2021). The PAE ORRI was acquired in exchange for assumption and extinguishment of the intercompany debt owed by MEA to Centaurus. In addition, as part of the Transaction, a debt obligation of approximately US$260,000 owed by MEA to David D. Tawil was assumed by Centaurus.
The effect of the Transaction is that the Company has transferred all its conventional oil and gas assets and related liabilities in Argentina, including sizable upcoming drilling commitments, to Gasener, while retaining the PAE ORRI.
The Board of Directors intends to consult on best uses of future proceeds from the PAE ORRI which may include investment in new endeavors and/or capital returns.
Appointment of David D. Tawil as CEO
Centaurus has named David D. Tawil as permanent CEO and has entered into a related employment agreement.
In relation to the appointment, Mr. Tawil has resigned as President of Maglan Capital.
