Mitra Energy Inc.
TSX VENTURE : MTE

August 09, 2016 08:30 ET

Mitra to Acquire 30% Working Interest in Blocks 05-1b and 05-1c Offshore the Socialist Republic of Vietnam and Macquarie Capital Markets Engaged as Agent for Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 9, 2016) -

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Mitra Energy Inc. (TSX VENTURE:MTE) ("Mitra" or the "Company") is pleased to announce that Mitra Energy (Vietnam 05-1) Pte Ltd ("Mitra 05-1"), a wholly-owned subsidiary of Mitra, as buyer, and Mitra, as guarantor, have signed a definitive Sale & Purchase Agreement ("SPA") with Teikoku Oil (Con Son) Co., Ltd ("Teikoku"), a wholly-owned subsidiary of Inpex Corporation, as seller, for the acquisition (the "Block 05-1 Acquisition") of a 30% working interest in the Blocks 05-1b and 05-1c Production Sharing Contract ("Block 05-1 PSC") for a total cash consideration of US$14.3 million subject to normal closing adjustments.

Blocks 05-1b and 05-1c are located 350 km offshore Vietnam in the Nam Con Son basin in water depths of around 120 meters. The Block 05-1 PSC holds two fully appraised gas and condensate discoveries, Dai Nguyet and Sao Vang, in close proximity to the Nam Con Son gas transportation pipeline and existing production facilities. These gas discoveries are strategically located to supply gas to operating power generating complexes in the industrial center of Southeast Vietnam. Partners in the blocks are Idemitsu Oil and Gas Co. Ltd. ("Idemitsu") and JX Nippon Oil & Gas Exploration Corporation each with a 35% working interest.

The proposed Block 05-1 Acquisition is consistent with New Mitra's strategy to acquire near-term development projects with low-risk upside potential. The Block 05-1 Acquisition will further strengthen Mitra's position in Vietnam and add to Mitra's existing U Minh and Nam Du gas discoveries in the Malay Tho Chu Basin.

A. Paul Blakeley, Executive Chairman of Mitra said, "This is a very important follow-on acquisition to the recently announced Stag Field deal in the Carnarvon basin. Having secured a solid operating platform at Stag, we now want to build out the portfolio with further highly accretive acquisition opportunities, in our target areas, which will deliver a strong and sustainable business in Asia Pacific. Block 05-1 holds significant appraised gas resource capable of being developed quickly and put onto production at high margins and with material value accretion within our portfolio. The sale of this gas into the power sector in Vietnam is a natural hedge in a low oil price world, and this project has a high likelihood of early approval being so well positioned, close to the Nam Con Son pipeline, to deliver gas to existing industrial consumers and for power generation. The acquisition plays to our deep knowledge of the Vietnam gas market and extensive experience of operating in this highly prolific hydrocarbon basin. We look forward to working with Idemitsu to share our experience and thereby providing greater certainty towards delivering optimal outcomes for the project for the benefit of all stakeholders, including the Government of Vietnam."

Pursuant to the terms of the SPA, Mitra will be required to pay US$14.3 million on closing of the Block 05-1 Acquisition and may also be responsible for certain contingent payments which are linked to the project sanction and the delivery of first sales gas from the project, in the amounts of US$9.8 million and US$5.9 million, respectively.

ERC Equipoise Limited has been commissioned to prepare an independent resource assessment of the Dai Nguyet ad Sao Vang fields to complement Mitra's internal review and evaluation of the reserves. Final reserve volumes will be disclosed in a subsequent announcement upon completion of this report.

The proposed Block 05-1 Acquisition is subject to a pre-emption right held by the existing partners under the Blocks 05-1b and 05-1c Joint Operating Agreement (to be exercised within 30 days of receipt of the signed SPA) and a statutory pre-emption right held by Petrovietnam under Vietnamese law. If the Block 05-1 partners or PetroVietnam were to pre-empt, they would be required to match the terms agreed by Mitra and Teikoku in the SPA. Completion of the proposed Block 05-1 Acquisition is conditional on obtaining all required approvals, including the approvals of the Government of Vietnam, the Vietnam Oil and Gas Group and partners.

Further to the Company's press release dated July 26, 2015, the Company is pleased to announce that it has engaged Macquarie Capital Markets Canada Ltd. ("Macquarie") to act as lead agent, with FirstEnergy Capital LLP ("FirstEnergy") and Peel Hunt LLP ("Peel Hunt") acting as co-agents (together with Macquarie, the "Agents"), for its previously announced proposed private placement of C$65 million (the "Offering"). Pricing of the subscription receipts to be issued pursuant to the Offering will be determined by the Company and the Agents in the context of the market.

Each subscription receipt shall entitle the holder thereof to receive, without payment of additional consideration or further action, one common share of the Company upon the closing of the Company's previously announced acquisition (the "Stag Acquisition") of the Stag Oil Field from Quadrant Northwest Pty Ltd and Santos Offshore Pty Ltd. The Stag Acquisition, announced on July 26, 2016, is expected to close in early to mid-September 2016 and is conditional on obtaining all required regulatory approvals (including TSX Venture Exchange approval, Australian Foreign Investment Review Board approval and National Offshore Petroleum Titles Administrator approval and registration of the SPA), the parties entering into a transitional services agreement and novation agreements being entered into in respect of key agreements relating to the Stag Oil Field.

The gross proceeds from the Offering will be held in escrow, pending closing of the Stag Acquisition. Assuming the Stag Acquisition closes on or before October 31, 2016, the escrowed proceeds from the Offering will be released to Mitra and used to fund the cash portion of the Stag Acquisition as well as capital expenditures and other general corporate purposes. The proceeds may also be used by Mitra to fund the purchase price of the Block 05-1 Acquisition, although the release from escrow of the escrowed funds will not be conditional on closing of the Block 05-1 Acquisition. If the Stag Acquisition fails to close by October 31, 2016 (except as extended with the consent of the Macquarie), or the Stag Acquisition is terminated at an earlier time, the gross proceeds and pro rata entitlement to interest earned on the escrowed proceeds will be paid to holders of the subscription receipts.

It is anticipated that trading in the Company's shares will remain halted until the Company has announced the price of the shares to be issued in the private placement.

The Company is also pleased to announce that an updated corporate presentation has been uploaded to the Company's website (www.mitraenergylimited.com).

About Mitra Energy Inc.

Mitra Energy Inc. is TSX-V listed oil and gas company headquartered in Kuala Lumpur, Malaysia. The company is currently engaged in exploration, appraisal and pre-development activities in the Philippines, Vietnam and Indonesia. Following a recent strategic review, the company is focusing on acquiring production in the near term and further enhancing value through follow-on development activity.

Cautionary Statements

This press release contains certain forward-looking information and statements that involves various risks, uncertainties and other factors. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "should", "believe", "plans", and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: the anticipated benefits of the Block 05-1 Acquisition and the impact of the Block 05-1 Acquisition; completion of Stag Acquisition; satisfaction of conditions relating to the Block 05-1 Acquisition and the timing thereof; anticipated growth; the expected size, pricing and use of proceeds of the Offering and the issuance of the common shares of Mitra underlying the subscription receipts; and the closing of the Offering. With respect to forward-looking information contained in this news release, assumptions have been made regarding, among other things: satisfaction of the conditions to closing of the Block 05-1 Acquisition and the Stag Acquisition; the Company's ability to successfully integrate the acquired assets to be acquired under the Block 05-1 Acquisition and the Stag Acquisition; the Company's ability to obtain qualified staff and equipment in a timely and cost efficient manner; the Company's ability to market production of oil, natural gas and natural gas liquids successfully to customers; the Company's future production levels; future capital investments by the Company; future sources of funding for the Company's capital program; the Company's future debt levels;
geological and engineering estimates in respect of the Company's reserves and resources; the geography of the areas in which the Company is conducting exploration and development activities; the access, economic and physical limitations to which the Company may be subject from time to time; the impact of competition on the Company; and the Company's ability to obtain financing on acceptable terms. Actual results could differ materially from those anticipated in the forward-looking information as a result of the possible failure of the Company to realize the anticipated benefits of the Block 05-1 Acquisition and the Stag Acquisition and the inability of the Company to complete the acquisitions and other risks including volatility in market prices and demand for oil, natural gas liquids and natural gas and hedging activities related thereto; general economic, business and industry conditions; variance of the Company's actual capital costs, operating costs and economic returns from those anticipated; risks related to the exploration, development and production of oil and natural gas reserves and resources; negative public perception of oil sands development, oil and natural gas development and transportation, hydraulic fracturing and fossil fuels; actions by governmental authorities, including changes in government regulation, royalties and taxation; the management of the Company's growth; the availability, cost or shortage of rigs, equipment, raw materials, supplies or qualified personnel; the absence or loss of key employees; uncertainty associated with estimates of oil, natural gas liquids and natural gas reserves and resources and the variance of such estimates from actual future production; dependence upon compressors, gathering lines, pipelines and other facilities, certain of which the Company does not control; the ability to satisfy obligations under the Company's firm commitment transportation arrangements; failure to accurately estimate abandonment and reclamation costs; changes in the interpretation and enforcement of applicable laws and regulations; terrorist attacks or armed conflicts; natural disasters; reassessment by taxing authorities of the Company's prior transactions and filings; variations in foreign exchange rates and interest rates; third-party credit risk including risk associated with counterparties in risk management activities related to commodity prices and foreign exchange rates; sufficiency of insurance policies; potential for litigation; variation in future calculations of certain financial measures; and potential competition in the Company's industry.

The forward-looking information and statements contained in this news release speak only as of the date hereof, and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable 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.

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