TIDMUPL
RNS Number : 8499E
Upland Resources Limited
16 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is not an offer for sale, or a solicitation of
an offer to acquire, securities in any jurisdiction, including in
or into the United States, Canada, Australia, or Japan. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
16 March 2022
UPLAND RESOURCES LIMITED
("Upland" or the "Company")
Proposed farm-in
Upland Resources Limited (LSE: UPL), which is building a
portfolio of exploration interests, is pleased to announce that a
Heads of Terms ('HoT') agreement has been signed between the
Company and Pennpetro Energy PCL ('PPP' or Pennpetro) for a
proposed farm-in into its Saouaf permit area Tunisia ('Saouaf
Asset').
Pennpetro Energy enters these HoT with Upland through its wholly
owned subsidiary enterprise, Nobel Petroleum USA, Inc
('NPUSA').
Upland's subsidiary holds a 50% interest in the Saouaf
Prospecting Permit in the Saouaf area of Tunisia ('Permit') in a
Joint Venture with the Tunisian state oil company, Entreprise
Tunisienne d'Activités Pétrolières ('ETAP ' ).
Pennpetro Energy wishes to enter into a standard petroleum
Farm-In agreement with Upland's subsidiary in respect of the Saouaf
Asset. Pennpetro Energy and NPUSA understand that the current
residual work programme needs to be carried out prior to the
current expiry of the Saouaf Permit on 23 December 2022 including
an obligation to complete the acquisition of three hundred (300)
line kilometers of 2D seismic, which Pennpetro has agreed to meet
under the Farm-in. Pennpetro and Upland intend to work together to
put in place an extension to the period to complete this work
programme.
Following completion of the current work programme, the holder
of the Prospecting Permit has a priority right to convert this
permit into an Exploration Permit, which will require:
-- the acquisition of 150 km of 2D seismic lines; and
-- the drilling of one exploration well to reach the M'cherga
formation or equivalent to a minimum depth of 1500m
These costs will be shared between Upland and Pennpetro on an
20%-80% basis.
As a condition of the Farm-in, Pennpetro's subsidiary, NPUSA,
will be the Operator for the Permit and will become a party to the
joint venture arrangements that Upland's subsidiary, Upland
(Saouaf) Limited ('Upland Saouaf'), already has with ETAP. The
overall interests upon completion of the Permit will be as
follows:
-- Nobel Petroleum USA, Inc. 40%
-- ETAP 50%
-- Upland Saouf 10%
Pennpetro Energy has also agreed to reimburse Upland for the 80%
of its prior sunk costs in Tunisia, which are agreed to be capped
at GBP290,000. This will be paid to Upland through fully paid
ordinary shares in Pennpetro Energy ranking pari passu with other
ordinary shares in Pennpetro Energy at deemed value of GBP0.35 each
for a total of 662,857 fully paid ordinary Pennpetro Energy
shares.
The HoT agreement between NPUSA and Upland also includes
granting Pennpetro Energy a first right of refusal in respect of
Upland UK (Upland's wholly owned subsidiary) assets upon the
signing of the Farm-in for a period of 45 days. Assets that Upland
UK hold (but are not an operator of) are:
-- A 32% interest in P2478 (Blocks 12/27c, 17/5, 18/1 and 18/2) ('Inner Moray Firth Asset'): and
-- A 25% interest in PEDL 299 SK46c below ('Hardstoft Asset')
Pennpetro Energy intends to proceed with completing the matters
set out in the HoT agreement as quickly as possible.
All of these transactions are subject to the agreement and
signing of various legally binding agreements and further necessary
announcements will be made, in due course.
Bolhassan Di, Chief Executive of Upland, commented:
"The Saouaf Permit although in its early stages, is an exciting
prospect, and has a number of leads. This Heads of Agreement with
Pennpetro (through its subsidiary Nobel Petroleum USA) means that
if the Farm out goes through Pennpetro will carry Upland for the
remainder of this phase of work and will meet 80% of the costs if
the Prospecting Permit is converted into an Exploration Permit.
Through this proposed deal, Upland also not only mitigates its
work commitment costs on the Permit but retains exposure to upside
in Saouaf through a residual stake in Saouaf. We look forward to
working further with Pennpetro and to updating shareholders further
on this exciting new chapter for Upland Resources."
-ENDS-
This announcement contains inside information within the meaning
of Article 7(1) of (i) Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014, as amended (the "EU
Market Abuse Regulation") and (ii) the EU Market Abuse Regulation
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018.
For further information, please contact:
Upland Resources Limited www.uplandres.com
Bolhassan Di, Chairman, Tel: +60 198 861 919
Interim CEO
bolhassan@gmail.com
bolhassan@uplandres.com
Optiva Securities - www.optivasecurities.com
Broker
Jeremy King Tel: _+44 (0)20 3137 1904
(Corporate Finance) jeremy.king@optivasecurities.com
Christian Dennis Tel: +44 (0)20 3411 1903
(Corporate Broker) christian.dennis@optivasecurities.com
FTI Consulting - Financial Tel: +44 (0)203 727 1065
PR ben.brewerton@fticonsulting.com
Ben Brewerton
Christopher Laing Tel: +44 (0)20 3727 1355
ch ristopher.laing @fticonsulting.com
Flowcomms - IR Contact
Sasha Sethi Tel: +44 (0)7891 677441
sasha@flowcomms.com
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END
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