Empire looks to amend Pangaea deal terms
Sydney-listed Empire Energy will consider a change to the transaction terms related to its acquisition of fellow Australian explorer Pangaea Group’s Beetaloo sub-basin portfolio in Northern Territory, it said on July 2.
The company has called for a general meeting on August 3. “The notice of meeting reflects a change to the transaction terms from those announced by Empire to ASX on April 14 2021,” it said.
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The amended terms mean that the number of Empire shares to be issued to Pangaea at completion will be limited to an amount that will not result in Pangaea or its associates acquiring more than a 20% shareholding in the company at any time, Empire said.
As per the original deal, Empire will pay in cash and scrips for the 82.5% interest in Pangaea’s five tenements across the Beetaloo. It will pay A$5mn (US$3.8mn) in cash and 140mn shares upon completion of the transaction. Pangaea will also be issued 8mn unlisted Empire options with an exercise price of A$0.70/share. Post the deal, Pangaea will own 30% of Empire, which intends to finance this purchase via a A$30mn capital raising.
“Following completion and subject to all requisite approvals (including Empire shareholder approval and Northern Territory government approval), Pangaea may call for the issuance of any remaining or unissued consideration shares provided that it will not result in Pangaea or its associates holding more than 20% interest in the shares of the company,” Empire said.