Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CYCLIQ GROUP LTD Interim / Quarterly Report 2010

Apr 28, 2010

64746_rns_2010-04-28_609d32a9-af36-4d45-a33b-6221279e4320.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

==> picture [121 x 49] intentionally omitted <==

==> picture [78 x 8] intentionally omitted <==

----- Start of picture text ----- ACN 119 749 647----- End of picture text -----

Quarterly Activities Report Quarter ended 31 March 2010

CORPORATE

Blackgate Resources LLC

On 5 January 2010, Modena Resources Limited ( MDA or the Company ) announced that it had executed an Agreement (“Agreement”) with various parties, subject to shareholder and regulatory approval, to acquire 100% of issued capital of Blackgate Resources LLC (“Blackgate”) a company duly incorporated in the state of Texas, USA.

Blackgate’s primary asset is a priority secured and unsecured Debt position with BNP Petroleum Corporation a company incorporated in Texas, USA which is currently the subject of Chapter 11(Bankruptcy) proceedings in the USA. BNP Petroleum has production assets both oil and gas onshore in the USA which MDA is currently working towards securing via its potential 100% shareholding of Blackgate.

The initial Agreement was subsequently amended to allow MDA to purchase, prior to completion of the original transaction, the priority secured Debt and Debtor in Possession finance positions from Blackgate.

This will then provide MDA with priority during the Debtor in Possession proceedings under section 1107 of the Chapter 11 bankruptcy of BNP Petroleum LLC. The Company has taken this action to secure the position in the bankruptcy proceedings as the only significant secured debtor and, as such, assist with the acquisition of BNP Petroleum.

Blackgate has also entered into an agreement to acquire the interests of Arturus Capital Limited in:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

  • the income stream from certain producing shallow gas projects located o the lands known as the Sandy, Slazenger and Wagner Prospects in Texas; and

  • a participation agreement relating to the Walkoviac No. 1 Well located in Texas.

The consideration for the acquisition of the 100% interest in Blackgate is USD$23,988,058 to be satisfied by either shares and/or cash (or a combination of both) and is subject to all necessary shareholder and regulatory approvals.

On completion of the acquisition of Blackgate, MDA will then be required to file a Bid via Blackgate to secure the assets of BNP Petroleum with the US Trustee or Bankruptcy administrator by way of Blackgate’s secured Debt position in BNP Petroleum.

The company has been provided with extensive data on BNP Petroleum and its production assets and the Company will be using independent specialist Petroleum Consultants to assist with this transaction.

Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450

==> picture [121 x 49] intentionally omitted <==

==> picture [78 x 8] intentionally omitted <==

----- Start of picture text ----- ACN 119 749 647----- End of picture text -----

On 19 March 2010, shareholders approved:

  • (a) the issue of up to a total of 411,840,977 ordinary fully paid shares to the members of Blackgate and certain creditors of BNP Petroleum LLC in consideration for the acquisition of all of the issued shares in Blackgate; and

  • (b) for the purposes of ASX Listing Rule 11.1.2 the Company making a significant change in the scale of its activities.

Proposed Acquisition – ESK Limited (Orchard Petroleum Inc)

On 13 January 2010, the Company announced that a number of preconditions for the proposed acquisition of a 14.17% interest in privately held ESK Limited (“ESK”), which owns production, development, and exploration assets in California, had not been satisfied and the Directors had decided not to proceed with the proposed acquisition, pursuant to the terms of the non-binding agreement.

Convertible Notes

On 5 January 2010, the Company executed an agreement to rollover the existing Convertible Notes and Loan Facility totaling A$3.5 million held by Arturus Capital Limited (AKW) to the 29[th] January 2011. The extension to these facilities, as provided within the terms of the original agreement, provides the company with a stable platform to move forward in its development.

The Company also issued 5,855,352 ordinary fully paid shares in satisfaction of the accrued interest to the 31[st] December 2009 on these facilities.

Capital Raising

During the quarter, the Company completed a capital raising of $360,000 by the placement of 9,000,000 ordinary fully paid shares ( Shares ) at $0.04 per Share, together with 4,500,000 free attaching options exercisable at $0.06 each on or before 31 December 2013 ( Options ). The placement was made to sophisticated investors pursuant to section 708 of the Corporations Act. Funds raised from the issue will be applied for working capital expenditure.

On 3 February 2010, the Company entered into an agreement with Taylor Collison Limited and CPS Securities Pty Ltd to place Shares in the capital of the Company on a best endeavours basis pursuant to section 708 of the Corporations Act to raise A$10,000,000. The Company will pay, under the terms of the agreement, a placement fee of 5% and management fee of 1% of the total funds raised.

On 19 March 2010, shareholders approved:

  • (a) the issue of up to 250,000,000 Shares at a subscription price of $0.04 per share, together with 1 free attaching Option for every 2 shares subscribed for and issued; and

  • (b) the issue of up to 200,000,000 Options at an issue price of $0.001 each.

==> picture [121 x 49] intentionally omitted <==

==> picture [78 x 8] intentionally omitted <==

----- Start of picture text ----- ACN 119 749 647----- End of picture text -----

Funds raised will be used to acquire the secured Debt and Debtor in Possession finance positions relative to the Blackgate Resources LLC, to fund new projects and for working capital purposes.

Board Changes

Since the last Quarterly Report, the Company has made the following Board changes:

==> picture [11 x 15] intentionally omitted <==

Mr James Row has been appointed as a Non-executive Director of the Company.

Mr. Row is currently CEO of a successful oil and gas operator based in Houston, Texas. He has significant industry expertise, including operations, project origination and producer finance and his appointment is part of the company’s strategy to strength the Board in line with its current progress towards producer status, via the proposed Blackgate transaction.

==> picture [11 x 15] intentionally omitted <==

Mr Tony Izelaar has been appointed as a Non-executive Director of the Company.

Mr Izelaar brings more than 25 years international business experience and has served on numerous listed company boards as well as previously a founding partner of BDO in the Netherlands, Antilles.

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

Mr Douglas Jendry resigned as a Non-executive Director of the Company.

Mr David Sutherland resigned as a Non-executive Director of the Company.

A R Hamilton Chairman Modena Resources Limited