Pan Orient announced in late October 2021 that it was initiating a process to accelerate shareholder value, including a potential sale of all, or a portion, of Pan Orient's assets. Concession L53 is at a mid to late stage of development and current oil prices are attractive. A confidential sale process was undertaken, confidentiality agreements were entered into with a large number of prospective purchasers and multiple non-binding offers were received. An offer from DIALOG Group Berhad was considered to be the most promising. A non-binding letter of intent was entered into to permit further due diligence and exclusive negotiations, the result of which is the Arrangement Agreement announced today.
The Arrangement is an opportunity for Pan Orient shareholders to realize value for their investment in Pan Orient while continuing to participate, through CanAsia, in the development or monetization of the Sawn Lake heavy oil project and potential exploration and development activities in Thailand through participation in an anticipated future bid round for new oil concessions.
CanAsia Energy Corp.
As a result of the Arrangement, CanAsia will hold Pan Orient's 71.8% interest in Andora, have approximately CAD $7.1 million in working capital and long-term deposits and have no long-term debt. Andora owns interests in oil sands leases at Sawn Lake in Northern Alberta where it developed a steam assisted gravity drainage demonstration project that awaits financing, commercial development and operation.
CanAsia will be a growth-oriented exploration and resource development company led by Jeff Chisholm, the current President & Chief Executive Officer of Pan Orient. It is anticipated that all five of the current directors of Pan Orient (Richard Alexander, Jeff Chisholm, Michael Hibberd, Gerald Macey and Cameron Taylor) will continue as directors of CanAsia, Pan Orient Accounting Manager Marcel Nunes will be appointed as CanAsia's Vice-President Finance & Chief Financial Officer and current CFO Bill Ostlund will provide financial consulting services to CanAsia.
United States Matters
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities to be distributed pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The securities to be distributed pursuant to the Arrangement will be offered and sold in the United States pursuant to the exemption from registration set forth in Section 3(a)(10) of the United States Securities Act of 1933, as amended and similar exemptions under applicable state securities laws.
Pan Orient is a Calgary, Alberta based oil and gas exploration and production company with operations currently located onshore Thailand and in Western Canada.
DIALOG Group Berhad ("DIALOG") is a leading integrated technical service provider to the energy sector, in Malaysia and internationally. Established in 1984, DIALOG has grown both organically and through strategic alliances with internationally renowned technology partners. DIALOG serves a diverse range of customers that include multinational energy majors, national energy companies as well as multinational engineering and service providers located throughout the world. DIALOG's comprehensive variety of services include Upstream Assets and Services, Midstream Assets and Services - Tank Terminals and Supply Base, Downstream Integrated Technical Services - Engineering, Procurement, Construction, Commissioning & Fabrication, Plant Maintenance & Catalyst Handling Services, Specialist Products & Services, Petrochemicals, and Digital Technology & Solutions. Recognising the global transition towards a low carbon economy, DIALOG is expanding into renewables, including clean and green energy as well as recycling ventures. Headquartered in Kuala Lumpur, DIALOG is a global player with a staff strength of 2,500. DIALOG's global footprint includes offices and facilities in Malaysia, Singapore, Thailand, Indonesia, Philippines, China, Australia, New Zealand, Saudi Arabia and United Arab Emirates and its shares are listed on the Main Market of Bursa Malaysia with a market capitalisation of approximately RM14 billion (May 2022).
Cautionary Statements
This press release contains forward-looking information. Forward-looking information is generally identifiable by the terminology used, such as "will", "expect", "believe", "estimate", "should", "anticipate", "potential", "opportunity" or other similar wording. Forward-looking information in this press release includes references, express or implied, to: closing of the transaction generally; transfer of Pan Orient's non-Thailand business to CanAsia; payment of cash consideration by the Purchaser and distribution of common shares of CanAsia to Pan Orient shareholders at closing; working capital and long-term deposits transferred to and liabilities assumed by CanAsia; prospects for Andora's Sawn Lake project; USD/CAD exchange rates; approval of the transaction by Pan Orient shareholders, the court and the TSXV; the date of closing; delisting of Pan Orient shares from and listing of CanAsia shares on the TSXV; the continued approval of the Arrangement by Pan Orient directors and their recommendation to vote in favor of the Arrangement; the fairness opinion of Research Capital Corporation; surrender of Pan Orient options; satisfaction of conditions to closing; payment of a finder's fee; the final form of the Separation Agreement and indemnity claims thereunder; the status of and prospects for Concession L53; proved, probable and possible Concession L53 reserves estimates; prospects for CanAsia; management and directors of CanAsia; and treatment of the transaction under United States securities laws.
By its very nature, the forward-looking information contained in this press release requires Pan Orient and its management to make assumptions that may not materialize or that may not be accurate. The assumptions on which the forward-looking information is based include, but are not limited to: the satisfaction of the conditions to closing of the Arrangement in a timely manner; completing the Arrangement on the expected terms and on the timing anticipated; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary shareholder, court and TSXV approvals; access to sufficient capital to pursue any development plans associated with CanAsia; and other matters.
In addition, the forward-looking information is subject to known and unknown risks and uncertainties and other factors, some of which are beyond the control of Pan Orient, which could cause actual events, results, expectations, achievements or performance to differ materially. These risks and uncertainties include, without limitation, the ability to complete the Arrangement on the terms contemplated by the Arrangement Agreement and Separation Agreement on the timing and terms anticipated or at all; and that completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature and failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of the shareholders, the court or the TSXV may result in the termination of the Arrangement Agreement. The foregoing list of risks and uncertainties is not exhaustive.
Although Pan Orient believes that the expectations reflected in its forward-looking information are reasonable, it can give no assurances that those expectations will prove to be correct. Pan Orient undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Pan Orient Energy Corp.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/06/c5853.html
/CONTACT:
Pan Orient Energy Corp., Jeff Chisholm, President and CEO (located in Bangkok, Thailand), Email: jeff@panorient.ca; Bill Ostlund, Vice President Finance and CFO, Telephone: (403) 294-1770
Copyright CNW Group 2022
$(END)$ Dow Jones Newswires
June 06, 2022 09:23 ET (13:23 GMT)
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