VANCOUVER, BRITISH COLUMBIA — (Marketwire) — 09/06/11 — Africa Oil Corp. (TSX VENTURE: AOI)(OMX: AOI) (“Africa Oil” or “the Company”) is pleased to provide an update to its previously announced proposed transaction (the “Transaction”) with Denovo Capital Corp. (“Denovo”) whereby Denovo will acquire all the issued and outstanding shares of Canmex Holdings (Bermuda) I Ltd. (“Canmex”), Africa Oil–s wholly-owned subsidiary.
The TSX Venture Exchange (the “Exchange”) approved the filing of Denovo–s filing statement dated August 29, 2011 (the “Filing Statement”) relating to the Transaction and the Filing Statement was filed on SEDAR on September 1, 2011. Denovo has made its initial submission to the Exchange but has not received conditional approval of the Transaction. Africa Oil and Denovo expect to be in a position to close the Transaction in the next few weeks.
Following the completion of the Transaction, Denovo will, among other things, have consolidated its issued and outstanding common shares on the basis of one post-consolidation common share for every 0.65 pre-consolidation common shares, continued into the Province of British Columbia under the Business Corporations Act (British Columbia) and changed its name to “Horn Petroleum Corporation”. For further information regarding the Transaction, please see Denovo–s press release dated August 11, 2011.
In connection with the Transaction, Africa Oil is pleased to announce the results of an independent evaluation of the prospective resources held by Canmex in the Dharoor Valley and Nugaal Valley Blocks in Puntland (Somalia) (“Resource Report”). The Resource Report, effective June 30, 2011, was prepared for Denovo by Petrotech Engineering Ltd. (“Petrotech”) and in accordance with the current guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. A copy of the Resource Report may also be found under Denovo–s profile on SEDAR.
The Resource Report indicates that gross best estimate prospective resource in the Dharoor Valley and Nugaal Valley Blocks, including both prospects and leads, are in excess of 5.2 billion barrels of oil. A summary of Canmex–s gross and net share of the unrisked prospective resources (prospects) and the net present values from the profit oil revenue less the un-recoverable amount of funds from the production operation; discounted at 0, 5, 10, 15 and 20% before and after income tax are presented in the table below. The net cash flow is calculated at forecast prices and escalated costs on the prospective resources, to all future time and after deduction of the capital costs, royalties and before and after deduction of income tax. All cash flow data is in U.S. dollars.
Prospective resources (leads) are identified in both blocks and the unrisked resources at 100% and are as follows:
Total Unrisked Prospective Resources (Leads) – Dharoor Valley and Nugaal Valley
Canmex–s Share of the Cost Oil and Profit Oil cannot be determined at this time until the leads can be upgraded to prospects together with the evaluation of production and economic forecasts.
Definitions and Cautionary Statements
Prospective Resources: those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates, assuming their discovery and development, and may be sub-classified based on project maturity.
Uncertainty Categories
Estimates of resources always involve uncertainty, and the degree of uncertainty can vary widely between accumulations/projects and over the life of a project. Consequently, estimates of resources should generally be quoted as a range according to the level of confidence associated with the estimates. An understanding of statistical concepts and terminology is essential to understanding the confidence associated with resources definitions and categories. The range of uncertainty of estimated recoverable volumes may be represented by either deterministic scenarios or by a probability distribution. Resource should be provided as low, best and high estimates as follows:
This approach to describing uncertainty may be applied to reserves, contingent resources and prospective resources. There may be significant risk that sub-commercial and undiscovered accumulations will not achieve commercial production. However, it is useful to consider and identify the range of potentially recoverable quantities independently of such risk.
Significant Positive and Negative Factors Relevant to the Resources Estimates
This news release contains forward looking information including, but not limited to, estimated resources. The forward looking information is based on current expectations and is subject to a number of risks and uncertainties which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to the following:
Risks Associated with Ever Making a Discovery
The estimation of prospective resource volumes for high-risk and poorly calibrated basins can be subject to large variation from the introduction of new information. The estimates presented herein are based on all of the information available; however, new data or information is likely to have a material effect on the resource assessment values. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that the discovery will be commercially viable to produce any portion of the resources. Given that a significant portion of the resources in the portfolio are in leads that require additional data to fully define their potential it is likely that significant changes to the resource estimates will occur with the incorporation of additional data and information.
Risk Associated with the Estimates
In the event of a discovery, basic reservoir parameters, such as porosity, net hydrocarbon pay thickness, fluid composition and water saturation, may vary from those assumed, affecting the volume of hydrocarbon estimated to be present. Other factors such as the reservoir pressure, density and viscosity of the oil and solution gas/oil ratio will affect the volume of oil that can be recovered. Additional reservoir parameters such as permeability, the presence or absence of water drive and the specific mineralogy of the reservoir rock may affect the efficiency of the recovery process. Recovery of the resources may also be affected by well performance, reliability of production and process facilities, the availability and quality of source water for enhanced recovery processes and availability of fuel gas. There is no certainty that certain mineral interests are not affected by ownership considerations that have not yet come to light.
Substantial Capital Requirements
Canmex expects to make substantial capital expenditures for exploration, development and production of oil and gas reserves in the future. Canmex–s ability to access the equity or debt markets in the future may be affected by any prolonged market instability. The inability to access the equity or debt markets for sufficient capital, at acceptable terms and within required time frames, could have a material adverse effect on Canmex–s financial condition, results of operations and prospects.
Ability to Execute Exploration and Development Program
It may not always be possible for Canmex to execute its exploration and development strategies in the manner in which Canmex considers optimal. Execution of exploration and development strategies is dependent upon the political and security climate in the host countries where Canmex operates. Canmex–s exploration and development programs may involve the need to obtain approvals from relevant authorities who may require conditions to be satisfied or the exercise of discretion by the relevant authorities. It may not be possible for such conditions to be satisfied.
Access to Infrastructure
Canmex–s ability to produce and market hydrocarbons from any potential discoveries will depend on its ability to access suitable infrastructure. Canmex may also be affected by deliverability uncertainties related to the proximity of its potential production to pipelines and processing facilities and operational problems affecting such pipelines and facilities as well as potential government regulation relating to price and the export of oil and gas. Currently there is limited local infrastructure and markets for oil, natural gas and condensate and export infrastructure to enable other markets to be accessed. Canmex will work with its partners and government authorities to evaluate the commercial potential and technical feasibility of any discovery made.
Additional Risks
Additional risks associated with the estimate of the prospective resources include risks associated with the oil and gas industry generally (i.e. financing; operational risks in exploration, development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections related to production; costs and expenses; health, safety, security and environmental risks; and the uncertainty of resource estimates), drilling equipment availability and efficiency, the ability to attract and retain key personnel, the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with dealing with governments and obtaining regulatory approvals, and the risk associated with international activity.
Other Information and Updates
Denovo and Africa Oil will continue to provide further details in respect of the Transaction, in due course, by way of press releases.
Completion of the Transaction remains subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia, Mali and Puntland (Somalia). Africa Oil–s East African holdings are in what is considered a truly world-class exploration play fairway. The Company–s total gross land package in this prolific region is in excess of 300,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. New discoveries have been announced on all sides of Africa Oil–s virtually unexplored land position including the major Albert Graben oil discovery in neighbouring Uganda. Similar to the Albert Graben play model, Africa Oil–s concessions have older wells, a legacy database, and host numerous oil seeps indicating a proven petroleum system. Good quality existing seismic show robust leads and prospects throughout Africa Oil–s project areas. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-Stockholm under the symbol “AOI”.
FORWARD-LOOKING STATEMENTS
Certain statements made and information contained herein constitute “forward-looking information” (within the meaning of applicable Canadian securities legislation). Such statements and information (together, “forward-looking statements”) relate to future events or the Company–s future performance, business prospects or opportunities. Forward-looking statements include, but are not limited to, statements with respect to estimates of reserves and or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities, ultimate recovery of reserves or resources and dates by which certain areas will be explored, developed or reach expected operating capacity, that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven and probable reserves and resource estimates may also be deemed to constitute forward-looking statements and reflect conclusions that are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements.
ON BEHALF OF THE BOARD OF AFRICA OIL CORP.
Keith C. Hill, President and CEO
Africa Oil–s Certified Advisor on First North is E. Ohman J:or Fondkommission AB.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities has in any way approved or disproved the contents of this release.
Contacts:
Africa Oil Corp.
Sophia Shane
Corporate Development
(604) 689-7842
(604) 689-4250 (FAX)