Azabache Energy Inc.

Azabache Energy Inc.

September 03, 2014 21:31 ET

Azabache Announces Reorganization of Its Colombian Branch and Option to Private Company to Purchase Certain of Its Assets

CALGARY, ALBERTA--(Marketwired - Sept. 3, 2014) -


Azabache Energy Inc. ("Azabache" or the "Company") (TSX VENTURE:AZA) announces that it will be re-organizing its operations in Colombia by transferring certain assets from its existing Colombian branch, Azabache Energy Inc. Sucursal Colombia ("Azabache Colombia Branch"), to a "to-be-formed" wholly owned subsidiary of the Company which will form a branch in Colombia. The following assets will be transferred to the Company's new branch:

  • The agreements executed on May 10, 2011 with Petroleos del Mar in connection with the Antares Block in Colombia and its exploration and production contract, and any amendment thereto,
  • The office lease agreements,
  • All employment contracts, and;
  • All other ordinary course business agreements and assets.

The Company has also entered into a call option agreement (the "Agreement") with a private corporation ("PANCO"). Under the Agreement, Azabache and PANCO have agreed to provide PANCO with a call option (the "Option") for a period of 45 days to purchase all of the Company's remaining assets in Azabache Colombia Branch (the "Remaining Assets") on terms set forth below.

  • In the event PANCO exercises its Option on or before October 6, 2014, PANCO will purchase the Remaining Assets pursuant to the terms and conditions that follow,
  • Option Purchase Price - US$3,500,000 must be placed in escrow by PANCO and an acceptable guarantee issued to Agencia National de Hydrocarburos,
  • Payment of Option Purchase Price - 20 days following exercise of the Option ("Deposit Date"),
  • Definitive Agreements- to be agreed and entered into after exercise of Option, and;
  • Approvals/Closing - within 45 days of the Deposit Date and after receipt of all required governmental approvals.

The Company intends to use the proceeds of the sale for working capital and general corporate purposes.

For further information on Azabache please visit the Company's website at

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the terms of the Call Option Agreement signed between the Company and a private company to purchase certain of AZA's Colombian assets. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Azabache and its expected operations. Although Azabache believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Azabache can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks.

These include, but are not limited to, the failure receive necessary regulatory approvals, the failure to complete the call option transaction in a timely manner or at all, risks associated with the oil and gas industry in general (e.g., 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 reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations. The forward-looking statements contained in this document are made as of the date hereof and Azabache undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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