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COMET RIDGE LIMITED — Capital/Financing Update 2008
Jun 9, 2008
64686_rns_2008-06-09_92b59078-d771-4aa7-88be-2cbcb6172293.pdf
Capital/Financing Update
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ASX Announcement
Comet Ridge Limited | ABN 47 106 092 577
10 June 2008 ASX CODE: COI
Comet Ridge
Operations Update
RESTRUCTURES US ASSETS ENTERS SIGNIFICANT FUNDING AGREEMENT
Comet Ridge Ltd. (ASX Code: COI), announces a restructuring of its US-based oil and gas assets and agreements with New Yorkbased private equity firm, Pine Brook Road Partners, LLC, (“Pine Brook”) to provide up to US$100 million of funding for the Company’s exploration and development activities in the US through a new joint venture.
Primary elements of the restructure include:
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I Pine Brook has formed a new US based oil and gas company, Comet Ridge Resources, LLC, (“CRR”)
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I Pine Brook will contribute US$7 million of cash and US$2 million of assets recently acquired from Strike Oil to CRR
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I Comet Ridge Ltd will contribute its US assets, valued at US$7 million, to CRR
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I In exchange for its US based assets, Comet Ridge Ltd will receive 43.75% of the equity in CRR
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I Pine Brook will retain 56.25% of the equity in CRR and has the right to increase its ownership in CRR to 80% by investing another US$19 million
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I Pine Brook has provided a bridge loan facility to finance the Company until the closing date
CRR will own the portfolio of exploration and development interests previously held by Comet Ridge Ltd in the Pacific Northwest (Grays Harbor and Chehalis) and in the Rockies (Tow Creek, Bear River and Florence).
The restructuring is expected to close by the end of June, subject to satisfaction of customary closing conditions.
As a result of this restructuring, CRR will have the immediate capacity to fund the exploration and development activity previously planned by Comet Ridge Ltd.
Additional funding from Pine Brook
CRR has entered into agreements where Pine Brook has the right to invest up to US$100 million to advance the exploration and development of the Rocky Mountain and Pacific Northwest projects in the US. Future funding by Pine Brook and Comet Ridge Ltd, after the initial restructuring, is subject to approval by the CRR board and by Pine Brook.
Pine Brook has the right increase its ownership in CRR to 80% by funding the next US$19 million of CRR’s capital spending. From that point, Comet Ridge Ltd has the option, but not the obligation, to fund 20% of any additional capital spending to maintain a 20% interest, or may continue to be diluted down to a minimum interest of 5% without being required to fund any additional capital spending.
These agreements with Pine Brook allow for Comet Ridge Ltd’s USbased projects to be tested at no further cost to Comet Ridge Ltd's shareholders. Furthermore, it allows Comet Ridge Ltd to invest additional funds if and when the projects have been substantially de-risked.
In short, Comet Ridge Ltd shareholders will retain exposure to the Company’s U.S. projects without any anticipated requirement for equity in the near-term.
USA Rocky Mountains
Prior to completing its deal with Comet Ridge Ltd, CRR acquired Strike Oil Limited’s (ASX Code: STX) interests in Comet Ridge Ltd’s Rocky Mountain project, including an additional 39% working interest at Florence and another 37.5% at Tow Creek/Bear River.
In addition, Comet Ridge Ltd has recently acquired an additional 19.25% interest from its minority interest holders in the Florence project.
After the acquisition of interests from Strike Oil Limited and Comet Ridge Ltd, CRR via its 100% owned subsidiary, Pine Ridge Oil and Gas, LLC will control:
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I 75% of Tow Creek (previously Comet Ridge Ltd held 37.5%)
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I 77.5% of Bear River (previously Comet Ridge Ltd held 33.75%) and
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I 97.25% of Florence (previously Comet Ridge Ltd held 39%)
A multi-well drilling program, which has been placed on hold while these arrangements were being negotiated, is now expected to commence in June/July this year on Florence and Tow Creek.
USA Pacific Northwest
CRR will control its Pacific Northwest projects, Grays Harbor Basin (100%) and Chehalis (10%), through 100%-owned St. Helens Energy, LLC.
St. Helens has recently secured a twelve month extension to its lease option on 420,000 acres at Grays Harbor for US$300,000 and a commitment to conduct US$350,000 in new exploration work. St. Helens is planning to acquire seismic data over a number of leads and prospects this year and anticipates commencing a multiwell drilling program in 2009.
Australian Assets
The Australian listed Comet Ridge Ltd will retain ownership of its Australian coal seam methane (CSM) projects.
Comet Ridge Ltd retains a 40% interest in the Mahalo project in the Bowen Basin of Queensland, 100% interest in two large permits in the
Comet Ridge Limited |
E-mail: [email protected] Website: www.cometridge.com.au USA Phone: 1-303-226-1300
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Galilee Basin in central Queensland and 60 to 70% interest in two permits in the Gunnedah Basin of northern NSW.
A large contingent CSM gas resource (an upside case of 1,000 petajoules of gas in place) has been delineated at Mahalo and further investment in this project is warranted. The two Galilee Basin permits are prospective for both CSM and deeper conventional oil and gas. A recently completed internal assessment of the potential in-place CSM resource indicates that in excess of 35,000 petajoules of gas may possibly be trapped in the Permian aged coals underlying the 100% owned Galilee Basin permits. These projects are well located with respect to announced infrastructure developments including a number of potential LNG projects at Gladstone in Queensland and warrant an aggressive exploration program
Management
Comet Ridge Ltd’s US-based management team and staff will resign their positions at Comet Ridge Ltd and become employees of CRR, the newly formed entity. The management team has committed personal funds to invest in CRR and expect to remain closely aligned with Comet Ridge Ltd shareholders by virtue of their retaining their employee stock options and share holdings.
Comet Ridge Ltd’s Managing Director, Andy Lydyard, will continue during a three month transition period to manage the Company’s business interests in both Australia and the US until such time that a new Australian-based management team can be established to advance the Company’s Australian assets. Mr. Lydyard will remain a non-executive director of Comet Ridge Ltd and will be CEO of CRR and serve on the five member CRR board along with another Comet Ridge Ltd director, David Bradshaw, and three Pine Brook Directors.
The growth in demand and price for Australian CSM over the past year and the aggressive entry of large multi-nationals looking to secure large gas reserves as feedstock for proposed LNG projects, particularly in the Queensland market where Comet Ridge Ltd has a strong project footprint, warrants a focused management team to further assess and develop the Company’s CSM projects.
“These agreements provide an enhanced opportunity for shareholders to participate in future exploration success.”
“The recognition by Pine Brook in the asset quality of Comet Ridge Ltd’s US portfolio has created an exciting opportunity for Comet Ridge Ltd shareholders.”
Managing Director Andy Lydyard said,
“After considerable effort, Comet Ridge Ltd now has capital backing to turn the potential of its existing and future US projects into significant value for our shareholders.”
“The commitment by Pine Brook is a strong endorsement of the strategy, people and projects that Comet Ridge Ltd has assembled in the USA and we are also very pleased to be able to access the considerable management expertise of the Pine Brook team.”
“Comet Ridge Ltd will now focus its efforts on advancing the Australian CSM projects that with recent developments in the Eastern Australian gas market offer significant potential to create shareholder value”
For more information contact:
Andrew Lydyard, Managing Director - Phone: +1 (303) 226.1300 Jeff Schneider, Chairman - Phone: +61 419957084
Comet Ridge Limited E-Mail: [email protected] Website: www.cometridge.com.au
About Comet Ridge Limited
Comet Ridge Ltd is an Australian-listed oil and gas explorer transitioning to producer with projects in Australia and USA. The Company’s strategy is to control large acreage positions covering oil and gas opportunities in mature fields and in proven, but overlooked basins. As much as possible, it operates these projects in order to directly control desired outcomes.
About Pine Brook Road Partners, LLC
Comet Ridge Ltd Chairman Jeff Schneider said,
“On behalf of the Comet Ridge Ltd directors I am pleased to be able to report these milestone events.
“We have worked very hard to bring in capital to test our US projects. Pine Brook is not only a very reputable funding source, but one with deep technical experience in the oil and gas business. Their interest in participating is an endorsement of our technical approach and the Denver based team.”
Pine Brook is a New York-based private equity firm established in 2006 by a team of experienced private equity professionals to make business building and growth capital investments, primarily in the energy and financial services sectors, where the firm’s partners have more than 100 years of experience. Pine Brook typically backs experienced management teams in building businesses that have the potential for significant long-term capital appreciation. For more information please visit the company’s web site at www.pinebrookpartners.com
AUSTRALIA
C/- Endeavor Corporate Suite 8, 7 The Esplanade Mt Pleasant, West Australia 6153 Phone: +61 8 9316 9100 Fax: +61 8 9315 5475
UNITED STATES ASX CODE: COI 600 17th Street ASX Listed: 19 April 04 Suite 800-S Shares on Issue: 105 million Denver, Colorado 80202 USA Unlisted Options: 10.25 million Phone: +1 (303) 226.1300 Top 20: 44% Fax: +1 (303) 226.1301 Directors: 12%
Comet Ridge Limited |
E-mail: [email protected] Website: www.cometridge.com.au USA Phone: 1-303-226-1300