Cardinal Resources plc
09 August 2007
CARDINAL RESOURCES PLC SIGNS ADMINISTRATIVE AND SERVICES AGREEMENT.
LONDON - 9 August 2007
Cardinal Resources plc (AIM:CDL) ('Cardinal' or 'the Company'), an independent
oil and gas exploration and production company operating in Ukraine, today
announces that it has entered into an administrative and technical services
agreement ('the Agreement') pursuant to which Cardinal has undertaken to provide
certain services to Condor Exploration, Inc ('Condor'), a company with oil and
gas exploration and development assets in Columbia.
Agreement highlights:
• Cardinal will provide administrative and technical advisory services to
Condor in relation to Condor's exploration and development assets in
Colombia
• Cardinal will receive an immediate cash payment of $675,000
• Cardinal will receive an ongoing quarterly administration fee of $250,000
• Cardinal will also receive a 6.75% equity interest in Condor in lieu of
cash-based reimbursement for historical due diligence related expenditure
and Cardinal management's time allocated to the due diligence process
• Robert J Bensh, Chairman and CEO of Cardinal has joined the Board of Condor
Transaction rationale:
The signing of the Agreement follows the statement in Cardinal's 2006 Annual
Report and Accounts that the Company was negotiating an outsourcing agreement to
provide services to a third party which would utilise the Company's existing
resources to deliver an additional revenue stream which could be offset against
Cardinal's fixed costs.
About Condor:
Condor is a privately-owned and Delaware-incorporated company which was
established earlier this year to undertake the acquisition, development and
operation of hydrocarbon assets in Colombia. Condor has an economic interest in
future production from three contract areas which are located in the Middle
Magdalena and Llanos Basins, Colombia.
Condor's strategy is to develop the contracted areas and conduct high impact
exploration and development projects within its portfolio.
Hares Group Energy Limited, a subsidiary of Hares Group Limited which is a 19.2%
shareholder in Cardinal, owns a 10% equity interest in Condor. No director or
employee of Cardinal owns a personal interest in Condor. The remainder of
Condor's shareholders are various institutional and private investors.
Key terms of the Agreement:
Cardinal has undertaken to use its existing corporate infrastructure, personnel,
commercial relationships, as well as various other resources, as appropriate, to
provide the following services:
• advice on the exploration and development of Condor's existing assets;
• advice on general, strategic, administrative and technical support
services;
• advice on financing, planning, accounting, taxation and legal matters and
• advice on business development issues.
The Agreement will have an initial term of one year and will be capable of
renewal annually thereafter, unless terminated by either party, which must be
done by serving notice 90 days' in advance. The Agreement may be terminated at
Condor's election in the event that:
• Cardinal is in material breach of its obligations under the Agreement;
• A change of control of Cardinal occurs, with control for this purpose being
a person or persons acting in concert holding more than 50% of Provider's
ordinary share capital;
• Robert J. Bensh is no longer serving in an executive capacity with
Cardinal (agreed at the request of Condor).
Cardinal's equity interest in Cardinal would survive a termination of the
Agreement.
In the event that Cardinal considers that it provides more advice and assistance
to Condor than was reasonably envisaged at the time of the Agreement, it shall
be entitled to seek to increase its quarterly administration fee, but such
increase would be subject to consent of a key Condor shareholder. Based on
current roles and responsibilities CEO Robert J. Bensh and COO Cliff M West
would each allocated approximately 4 days per month to Condor-related activity.
One of Condor's other shareholders has provided a loan to the company. All other
equity interests in Condor, including that of Cardinal, will be pledged to the
lending shareholder pending full repayment of this loan.
The Directors of Cardinal believe that Cardinal has considerable and valuable
regional expertise within the Company's senior management. Cliff M West has been
involved in South American energy projects since 1987, whilst Robert J Bensh
previously worked as an adviser to the government of the Republic of Colombia
during the 1990s. Both have an extensive network of contacts within the
Columbian industrial and political spheres.
Commenting today Robert J. Bensh said: 'This deal represents an excellent
opportunity to gain an interest in undervalued high-margin assets in an area
where we have considerable technical and regional expertise. The Agreement has
an immediate positive impact on Cardinal's current cash flow and will provide
additional cash flow going forward. Condor also has potential for considerable
upside, should its exploration and development based growth strategy prove
successful'.
For further information please contact:
Cardinal Resources
Charles Green / Natalia Egorova +44 (0) 20 7936 5250
investor.relations@cardinal-uk.com
College Hill +44 (0) 207 457 2020
Nick Elwes/Paddy Blewer
Nominated Adviser
Nabarro Wells & Co. Limited +44 (0) 20 7710 7400
John Wilkes / Marc Cramsie cardinal@nabarro-wells.co.uk
Notes to Editor
Cardinal Resources plc is an independent oil and gas company engaged in the
acquisition, development, production and exploration of oil and natural gas
properties in Ukraine. Cardinal is an experienced operator in the country
focused on expanding its existing operations through the farm-in or acquisition
of additional upstream oil and gas assets that can be further developed through
the application of modern technology and expertise.
Condor is a privately-owned and Delaware-incorporated company which was
established earlier this year to undertake the acquisition, development and
production of hydrocarbon assets in Colombia. Condor has an economic interest in
future production from three contract areas which are located in the Middle
Magdalena and Llanos Basins, Colombia.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.