Wentworth Resources Limited

2010-05-28:T19:00

Progress Update - Negotiations with Strategic Investor

Artumas today announced that further to the press release of 25 March 2010 the exclusive and confidential discussions with Wentworth Resources Limited ("Wentworth") are proceeding positively and amendments to the original Letter of Intent have been agreed as follows:

 

  • The Wentworth private placement amount, which had previously been set at US$22 million in new capital, has been reduced to allow a range of investment in Wentworth, prior to the combination with Artumas, of between US$10 and 15.2 million.

 

  • The transaction values for the combination remains fixed at NOK3.25 per Artumas share.  Ultimate ownership percentages in Artumas for the shareholders of Wentworth now translates to approximately 41-49%, depending on actual gross proceeds in Wentworth's private placement.

 

  • In addition Artumas has entered into an unsecured US$1.5 million short term loan facility with Wentworth to bridge any cash shortfalls which may occur prior to completion of the business combination of Wentworth and Artumas.  The facility may be converted into equity in Artumas at a conversion price of NOK3.25 per Artumas share, at the discretion of Wentworth.  Artumas has fully drawn down the entire facility.

 

  • The date of exclusivity has been extended by one month to July 1, 2010.  The execution of a definitive agreement is expected on or before July 1, 2010 with closing shortly thereafter.

 

Once a definitive agreement has been executed, full disclosure will be made in accordance with Oslo Bors stock exchange rules.  

 

The contemplated transaction will provide Artumas with necessary capital for future development of the company at a premium to the current share price. The transaction will also provide new stakeholders in the company who have proven experience in developing and executing gas monetisation projects.

 

About Wentworth Resources Limited

 

Wentworth is a privately owned Cayman Islands' registered Exempted Company. It was created in October 2009 specifically to enter into a transaction with Artumas whereby it could provide investment capital and gas monetisation project experts to Artumas. Wentworth is led by Robert "Bob" McBean (Chairman & CEO) and Neil Kelly (Non-executive Director).

 

Mr. McBean is a mechanical engineer with over 40 years experience in the upstream, midstream, and downstream oil and gas industries. He is an accomplished energy project developer and both a private and public company senior executive and director.


His past accomplishments include: originating, developing, and serving as the first Managing Director of Qatar Fuel Additives Company ("QAFAC"), a world-scale methanol and MTBE petrochemicals facility in Qatar; originating, developing, and then serving as the first Managing Director of Dubai Natural Gas Company ("DUGAS"), an associated gas LPG processing facility in Dubai; and co-founding Scarboro Resources with interests and operations in Italy, Libya, Abu Dhabi, Indonesia, France, Pakistan and Canada.

 

Mr. Kelly is also a +40 year veteran of the upstream, midstream, and downstream oil and gas industries. He held managerial positions responsible for the operation of both major offshore (Norway) and onshore oil and gas facilities (Nigeria and Indonesia). Prior to his retirement from ExxonMobil he was Managing Director of Ras Laffan LNG Company (RasGas) in the State of Qatar. In this role he oversaw the development of the company and the construction of the LNG plant, and the offshore gas production facilities to provide feedstock to the plant. This multi billion US dollar project was started up ahead of schedule and on budget. Mr. Kelly also served as a Director of PT Arun LNG Company in Indonesia for three years during a six year assignment in Indonesia, which also saw him direct the production from the giant Arun gas field.

 

Mr. Kelly is a registered Professional Engineer in the Province of British Columbia, Canada and has both BSc and MSc degrees in Mechanical Engineering.

 

President and CEO Cameron Barton said "the amendments to the Letter of Intent require us to extend our date of exclusivity to Wentworth. However the agreed changes provide less dilution to our existing shareholders while still providing all the benefits of the investment premium and the new addition of stakeholders who are world class gas-to-liquids project developers. We are excited about this new phase of our Company's development and we look forward to reporting our progress to our shareholders and the investment community."
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)


Press Release