Niko Provides Corporate Update
CALGARY, ALBERTA -- (Marketwired) -- 11/20/13 -- Niko Resources Ltd.
("Niko" or the "Company") (TSX:NKO) provides the following updates:
-- Ed Sampson gives notice of retirement
-- Proposed Credit Facility terms include 15% interest rate and 6% royalty
-- Proposed settlement with Diamond in an aggregate amount up to $80
Ed Sampson, Chairman, CEO and President of the Company, wishes to
announce his retirement, effective the end of the calendar year.
During his 18 years with Niko, he was the architect of its expansion
within India and to many international areas, including Bangladesh,
Indonesia, and Trinidad & Tobago. Mr. Sampson will continue in his
role as Chairman, CEO and President through year-end to assist with
the proposed financing and to transition responsibilities to other
members of the management team. In announcing his retirement, Ed
"With production about to move up in India, a gas price in India
about to double, and the recent drilling of what could prove to be
the most significant discovery in D6 to date, I feel comfortable this
should be my time. I will leave the Company with a very strong and
committed management team, led by Jake Brace, Bill Hornaday and Glen
Valk. As one of the largest individual shareholders of the Company, I
remain extremely excited about the D6 Block and the prospects of Niko
in the coming years."
Effective January 1, 2014, Frederic F. (Jake) Brace will become
interim President of Niko. Jake joined the Company as a senior
advisor to take on the task of liability management and to work with
management and the Board in concluding the process of addressing
immediate liquidity issues. Jake will be moving into the position of
interim President to continue that focus and other administrative
duties of the office in the fulfillment of the Company's strategy.
Jake has considerable practical expertise in the management of the
challenges facing the Company having previously dealt with such
matters in executive positions at United Airlines, among others. Jake
had the following to say about his new assignment:
"This is a classic asset rich Company facing a liquidity shortfall.
The proposed financing will enable the company to get through the
liquidity shortfall, preserve and, ultimately, realize the true value
of these assets for shareholders."
Bill Hornaday, a Board member and Chief Operating Officer, will have
increased responsibility over all aspects of the Company's activities
in each of its areas of operation, including asset prioritization
strategies, sourcing transactional opportunities, and personnel
management. Bill had the following quotation:
"Niko's D6 Block in India is a golden block and with a combination of
the doubling of India natural gas price, approvals for the
development of the R and the satellites, and the upside potential of
the MJ discovery, focusing Niko's capital and resources on D6 will
provide for significant growth in value for Niko shareholders. The
new financing and re-focused management on a recovery plan will
provide a clear path to realize this value for Niko's shareholders."
Update on Financing and Diamond Offshore
The $340 million Proposed Credit Facility
In conjunction with the release of the Company's results for the
second quarter ended September 30, 2013, the Company provided
information regarding efforts to secure financing for implementation
of its strategy. The key terms of the non-binding term sheet for a
Proposed Credit Facility to provide $340 million in funds for the
execution of the Company's strategy are as follows:
-- The Proposed Credit Facility would provide funds to refinance certain of
its existing debt obligations, including the Company's current credit
facility and secured loan, to fund the Company's investment in the D6
Block and otherwise for general corporate and working capital purposes.
-- The Proposed Credit Facility would be secured on a first priority basis,
subject to certain permitted liens, by substantially all of the assets
of the Company and its subsidiaries.
-- The Proposed Credit Facility would mature on September 30, 2017.
-- Importantly, at any time after the second anniversary of the signing of
the Proposed Credit Facility, the Company may prepay all or a portion of
the Proposed Credit Facility at a premium to the face value of the
-- The Proposed Credit Facility would provide for quarterly interest
payments at an annual rate of 15%.
-- The Proposed Credit Facility would provide for a royalty payment to the
lenders in the amount of 6% of revenues received from the D6 Block,
commencing April 1, 2015 for a term of seven years.
-- The consummation of the Proposed Credit Facility is subject to a number
of closing conditions, including, without limitation, the satisfaction
of certain of the Company's unsecured non-convertible note obligations
of approximately $42 million from sources other than the Proposed Credit
Facility, the completion of the lenders' due diligence, and the
execution and delivery of certain definitive documentation, which is now
in the process of being prepared, together with the settlement with
Diamond Offshore discussed below.
Niko and Diamond Offshore have signed a letter of intent (which Niko
has previously disclosed) relating to settlement of payment
obligations and other commitments under the Ocean Monarch and Ocean
Lexington drilling contracts. The letter of intent identifies certain
terms to be included in a final settlement agreement, including a
mutual release of claims in respect of certain rights and obligations
under the drilling contracts. Claims in respect of Niko's payment
obligations under the drilling contracts would be released upon
satisfaction of the consideration payable by Niko, in an aggregate
amount up to US$80 million, under the final settlement agreement.
Payment of part of the payable will be due upon closing of the
previously-disclosed financing, and the remainder would be paid over
future years, subject to early pre-payment upon certain events. The
payable will be non-interest bearing. Conversion of the letter of
intent into a final settlement agreement is subject to execution of a
definitive agreement and other customary conditions.
Current Credit Facility
The Company has received consent from its current credit facility
syndicate banks on a deferral from October 31 to November 29, 2013
for the date of the re-determination of the borrowing base under the
facility and from November 29 to December 31, 2013 for the date of
any required repayment to reflect the new borrowing base. The $33
million that the Company had placed in escrow for the benefit of its
current credit facility lenders will now be applied to reduce the
outstanding borrowings and the availability under the current credit
facility to $47 million.
The Board of Directors has established a Special Committee comprised
of certain non-management directors. The purpose of the Special
Committee will be to supervise the implementation of a Comprehensive
Restructuring and Recovery Plan (the "Plan"). The central focus of
the Plan is on the preservation and development of our producing
assets in India and Bangladesh. Additionally, the Plan will seek to
take decisive action to preserve and realize value for the Company's
exploration assets in Indonesia and Trinidad. Management and the
Board have invested a significant amount of time in developing the
Plan and the financing over the last three months and believes its
comprehensive approach to dealing with its liquidity issues in this
manner is the best way to address the Company's current liquidity
profile and to fully fund the attractive development program underway
in the D6 Block. In addition, the Board will consider expanding the
Board during the course of executing its Plan in the coming year to
augment the experience and expertise of its membership.
The Board of Directors of Niko is committed to this Comprehensive
Restructuring and Recovery Plan. With the active oversight of its
Special Committee and the dedicated focus of the management team,
this Plan is already underway. The Board understands the consequences
to shareholders of the Company's recent difficulties. We believe that
this program incorporates all the elements necessary to address the
correction of those difficulties and that it will be successful in
returning the Company to a profitable growth profile.
Certain statements in this press release constitute forward-looking
information within the meaning of applicable securities legislation.
Specifically, this press release contains forward-looking information
relating to the proposed shift in strategic focus of the Company, the
timing of Mr. Sampson's retirement and the appointment of the interim
President, the Proposed Credit Facility and settlement agreement with
Diamond Offshore, the satisfaction of all conditions to closing of
the Proposed Credit Facility, including execution of the settlement
agreement with Diamond Offshore and satisfaction of the Company's
unsecured non-convertible notes obligation from sources other than
the Proposed Credit Facility, and the re-determination of the
Company's borrowing base under the Company's existing credit
facility. Undue reliance should not be placed on forward-looking
information. Such forward-looking information reflects the Company's
current beliefs and assumptions and is based on information currently
available to the Company. This forward-looking information is based
on certain key expectations and assumptions, including expectations
and assumptions regarding its future growth, executive and managerial
requirements, results of operations, production, future capital and
other expenditures (including the amount, nature and sources of
funding thereof), competitive advantages, business prospects and
opportunities, prevailing commodity prices and exchange rates,
applicable royalty rates and tax laws, future well production rates,
the performance of existing wells, the success of drilling new wells,
the availability of capital to undertake planned activities, the
availability and cost of labour and services and general market
The reader is cautioned that the assumptions used in the preparation
of such information, although considered reasonable at the time of
preparation, may prove to be incorrect. Actual results may vary from
the information provided herein as a result of numerous known and
unknown risks and uncertainties and other factors and such variations
may be material. Such risk factors include, but are not limited to:
the risks associated with the oil and natural gas industry in
general, such as operational risks in development, exploration and
production, delays or changes in plans with respect to exploration or
development projects or capital expenditures, the uncertainty of
estimates and projections relating to production rates, costs and
expenses, commodity price and exchange rate fluctuations, marketing
and transportation risks, environmental risks, competition, the
ability to access sufficient capital from internal and external
sources, changes in tax, royalty and environmental legislation, the
impact of general economic conditions, imprecision of reserve
estimates, the lack of availability of qualified personnel or
management, stock market volatility, risks associated with satisfying
the conditions to closing for the Proposed Credit Facility
(including, without limitation, the negotiation of definitive
documentation, completion of due diligence to the satisfaction of the
lenders, access to sources of funding necessary to retire the
outstanding unsecured non-convertible notes, completion of the
settlement with Diamond Offshore), risks associated with the
completion of the settlement with Diamond Offshore (including the
negotiation of definitive documentation), the risks discussed under
"Risk Factors" in the Company's most recent Annual Information Form
and in the Company's public disclosure documents, and other factors,
many of which are beyond the Company's control. Niko makes no
representation that the actual results achieved during the forecast
period will be the same in whole or in part as those forecast.
Niko Resources Ltd.
Chairman of the Board, President & CEO
Niko Resources Ltd.
Niko Resources Ltd.
Niko Resources Ltd.
VP Finance & CFO
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