Cardinal Resources plc
01 December 2005
CARDINAL RESOURCES PLC ANNOUNCES NEW FINANCING
FACILITIES; SETTLES RUDIS ACQUISITION
DEFERRED PAYMENT
LONDON - Thursday, 1st December 2005
Contact
Kate Spiro Cardinal Resources plc (AIM:CDL), an independent oil and
DIRECTOR gas exploration and production company, today announces
Investor Relations that it has secured a US$8 million bridge financing
kspiro@cardinal-uk.com facility from Silver Point Finance to fully satisfy the
+44 (0) 20 7936 5258 Rudis acquisition deferred cash consideration, for
transaction expenses and general corporate purposes.
Cardinal is also in advanced discussions with Silver
Point to increase the bridge financing to US$38 million.
This will enable Cardinal to refinance the initial US$8
million and to also take advantage of several significant
development opportunities. Specifically, the additional
facility would allow Cardinal to:
• exercise its previously-disclosed right to increase its
net profit interest in the Rudivsko-Chernovozavodske (RC)
Field from 14.9% to 45% (the RC Buy-Back) on terms to be
agreed by Cardinal and its local joint venture partner,
JSC Ukrnafta. For such negotiations to commence Cardinal
needs to have committed financing in place;
• expand its work programme to include development of the
recently-acquired Rudis assets; and
• finance additional farm-in and acquisition
opportunities available to Cardinal in Ukraine.
Cardinal expects that when it completes the RC Buy-Back
and the current development drilling activities and
workovers it will benefit from significantly increased
reserves, increased oil and gas production and an
increasing oil and gas price environment in Ukraine.
'This financing is the first step in moving forward with
a financial partner that can assist Cardinal in its
strategy of growth through acquisitions in Ukraine,' said
Robert J Bensh, Chairman and Chief Executive Officer of
Cardinal.
Summary Terms of Financing Agreement
Under the completed financing agreement with Silver
Point, Cardinal has issued US$8 million in PIK Notes to
Silver Point. The PIK Notes will carry a coupon of 15%
with quarterly interest payable in cash or by issue of
further PIK Notes (on the same terms) at Cardinal's
option. As part of this financing, Cardinal has also
issued to Silver Point warrants to subscribe at a price
of 27.5p for 4,389,875 new Cardinal ordinary shares for a
period of 5 years. The subscription price represents a
premium of 49% over the mid-market closing price of
Cardinal shares on 1st December 2005.
The PIK Notes will have a 6 month term and, based on
advanced discussions with Silver Point, the expectation
of the Directors of Cardinal is that the PIK Notes will
be refinanced by an issue of new Bridge PIK Notes in the
amount of US$38 million. The terms, subject to final due
diligence and satisfactory documentation, would be
similar to those for the US$8 million bridge, with the
exception of a 2 year term, and are intended to be
refinanced, subject to shareholder approval, by an issue
of Senior PIK Notes before expiry of the term. If the
Senior PIK Notes are not issued, interest payments will
rise from 15% to 20% per annum six months after the
Bridge PIK Notes' issue date and then another 1% per
annum for every quarter thereafter until maturity. A
break up fee of US$3.5 million would become payable to
Silver Point if Cardinal were to refinance the US$8
million PIK Notes within 90 days of the date hereof with
an alternative party. No break up fee will be payable if
Silver Point withdraws, or if Silver Point and Cardinal
fail to agree terms.
Cardinal Resources plc
Cardinal Resources plc is an independent oil and gas
exploration and production company with assets 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.
Silver Point Finance
Silver Point Finance structures and provides custom
financing for large and middle market companies across
all industries.
###
This release may contain certain forward-looking
statements. These statements relate to future events or
future performance and reflect management's expectations
regarding Cardinal's growth, results of operations,
performance and business prospects and opportunities.
Such forward-looking statements reflect management's
current beliefs, are based on information currently
available to management and are based on reasonable
assumptions as of this date. No assurance, however, can
be given that the expectations will be achieved. A number
of factors could cause actual results to differ
materially from the projections, anticipated results or
other expectations expressed in this release. While
Cardinal makes these forward-looking statements in good
faith, neither Cardinal, nor its directors and
management, can guarantee that the anticipated future
results will be achieved.
This information is provided by RNS
The company news service from the London Stock Exchange
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