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Zoltav Resources Inc (ZOL)

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Wednesday 20 March, 2013

Zoltav Resources Inc

Proposed Acquisition of CenGeo Holdings Ltd

RNS Number : 3958A
Zoltav Resources Inc
20 March 2013

Embargoed: 0701hrs, 20 March 2013


Zoltav Resources Inc.

("Zoltav" or the "Company")


Proposed Acquisition of CenGeo Holdings Ltd


Suspension of Trading in Shares Pending Announcement and Publication of a Circular (comprising an Admission Document)




·     Proposed acquisition of CenGeo Holdings Ltd ("CenGeo") for US$26 million (approximately £17.4 million) satisfied through the issue of approximately 473,157,416 new Zoltav shares (the "Acquisition")

·     CenGeo subsidiary holds the Koltogor Blocks comprising a newly issued 25 year exploration and production licence ("Koltogor Licence") containing the undeveloped Koltogor oil discovery

·     Agreement signed with ARA Capital Limited ("ARA Capital"), the Company's largest shareholder, giving Zoltav the right to call US$20 million (approximately £13.4 million) of working capital to help fund work programme on the Koltogor Licence by way of a subscription for new Zoltav shares at 3.5 pence per share conditional upon completion of the acquisition of CenGeo. This conditional agreement will be a related party transaction for the purpose of the AIM Rules for Companies ("AIM Rules")

·     Acquisition constitutes a reverse takeover under the AIM Rules and therefore will be conditional upon shareholder approval at an extraordinary general meeting ("EGM")

·     Undertaking from ARA Capital to vote in favour of the acquisition at the EGM

·     Undertaking from ARA Capital to convert its £500,000 convertible loan prior to publication of a circular to shareholders (comprising an AIM Admission Document) (the "Circular") convening the EGM

·     Trading in the Company's shares suspended pending announcement and publication of the Circular

·     Acquisition will mark transition from an investing company into an operational E&P company


Zoltav announces that it has entered into an agreement to acquire the entire issued share capital and shareholder loans of CenGeo which, through its wholly owned subsidiary ZAO Siberian Geologicheskaya Kompanya ("SibGeCo"), holds the Koltogor Licence located in the Khantiy-Mansisk region of western Siberia. The Koltogor Licence contains the undeveloped Koltogor oil field. The Company has commissioned a competent person's report to assess the volume of contingent resources; the results of which will be included in the Circular.


The consideration payable for CenGeo is US$26 million (approximately £17.4 million) to be satisfied entirely through the issue of 473,157,416 Zoltav shares at 3.5 pence per share. CenGeo is a private company of which Valentin Bukhtoyarov is the beneficial majority-owner. CenGeo recently acquired SibGeCo and successfully obtained a new 25 year exploration and production licence covering the Koltogor oil field. SibGeCo was previously owned by the Gazprom Neft Group. The Koltogor Licence was issued by the Russian Federal Agency for Subsoil Use (Rosnedra) on 15 February 2013. Further details in relation to the acquisition will be set out in the Circular which will be sent to shareholders in due course.


Zoltav has also entered into a conditional agreement with its largest shareholder, ARA Capital, to provide US$20 million (approximately £13.4 million) of working capital to fund the future work programme on the Koltogor Licence. This conditional agreement will be a related party transaction under the AIM Rules. Under the terms of the agreement, ARA Capital will subscribe for new ordinary shares in the Company at a price of 3.5 pence per share (the "ARA Subscription"). ARA Capital has also given an undertaking to convert its £500,000 convertible loan prior to publication of the Circular and to vote in favour of the resolutions at the EGM. Further details will be set out in the Circular which will be sent to shareholders in due course.


Following completion of the Acquisition and the full ARA Subscription and conversion of its loan it is expected that ARA Capital will own 45 per cent. of the enlarged issued share capital of Zoltav and Mr Bukhtoyarov, through his company Bandbear, will own 29.1 per cent.


Suspension of trading

The Acquisition constitutes a reverse takeover under the AIM Rules and therefore completion requires the publication of an Admission Document in relation to the Company (as enlarged by the Acquisition) and the Acquisition agreement is conditional on the consent of shareholders being given at the EGM. As such, trading in the Company's shares will be suspended immediately pending announcement and publication of the Circular.

The Koltogor Blocks


The Koltogor Licence covers a contiguous area of 528 square kilometres in the Khantiy-Mansisk Autonomous Okrug, one of Russia's most prolific oil producing regions. The Koltogor Licence is in close proximity to a number of major producing fields including Samotlor, Russia's largest, underlining the prospectivity of the Koltogor area.


Prior to the award of the newly-issued Koltogor Licence an exploration programme over the eight pre-existing exploration licences, including 2,570 kilometres of 2D seismic and eleven wells drilled to an average depth of 2,950 metres, was completed at a cost of US$80 million. Four successful wells drilled within the boundaries of the new Koltogor Licence formed the basis of the registration of the discovery of the Koltogor field in 2009.


The oil discovered on the Koltogor Licence is sweet and light, over 40 degrees API, with low paraffin and asphaltine content.  The Koltogor Licence is situated in close proximity to an existing trunk pipeline system, with established roads and electric grid infrastructure.


Future work programme


Following completion of the Acquisition, the Company intends to acquire up to 500 square kilometres of 3D seismic data and to further appraise the oilfield, which was only flow-tested in one of the discovery wells. During the 2013/14 winter season, the Company plans to commence initial test production by re-opening well #141; and to drill up to four further appraisal wells during the 2015/16 drilling season.


Commenting on the proposed acquisition, Symon Drake-Brockman, Executive Chairman of Zoltav said:


"This is an excellent first acquisition for Zoltav and will allow the Company to build an operational management team for future acquisitions in the sector. We believe the acquisition represents extremely good value for shareholders and delivers a sizeable appraisal asset with near-term production potential.

I am delighted that the transaction has received the support of our largest shareholder, ARA Capital, which enables us to move forward with confidence that Zoltav has access to the capital required to undertake the next phase of analysis and appraisal at Koltogor."


Zoltav Resources Inc.

Tel. +44 (0)20 7920 2340

Symon Drake-Brockman, Executive Chairman

(via M:Communications)



Shore Capital (Nomad and Broker)

Tel. +44 (0)20 7408 4090

Pascal Keane or Toby Gibbs (Corporate Finance) or Jerry Keen (Corporate Broking)



+44 (0)20 7920 2340

Patrick d'Ancona or Ben Simons


This information is provided by RNS
The company news service from the London Stock Exchange

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