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CYCLIQ GROUP LTD — Interim / Quarterly Report 2012
Jan 26, 2012
64746_rns_2012-01-26_b39a6a2f-a485-4da6-b1cc-874ec9fea063.pdf
Interim / Quarterly Report
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ACN 119 749 647 (formerly Modena Resources Ltd.)
26 January 2012
Companies Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000
QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDING 31 DECEMBER 2011
HIGHLIGHTS:
-
Shareholders approved name change from Modena Resources Ltd to Sprint Energy Ltd
-
Gas production recommenced on Padre Island and at Sullivan City
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Padre Island and Sullivan City asset review underway
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Audit completed and restated 2011 Annual Report Released to ASX
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Debt reduction and restructuring reduces convertible loans by over $2.8 million
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Significantly improved financial position
-
Assessing new venture growth opportunities
OVERVIEW
The fourth quarter of 2011 was tumultuous yet very positive for the Company. Its name changed to Sprint Energy Ltd. (“Sprint”) and the Board has been focussed on implementing its recovery plan for the Company.
As this Quarterly Activity Report clearly will demonstrate Sprint’s Board has spent the better part of the 4Q 2011 stabilising the Company financially, securing its remaining assets, and fulfilling its many financial and statutory obligations. We thank shareholders for their patience and understanding, and for the many expressions of support you have given us through this very busy time.
This report provides the details and progress of this work, along with information on the status of a number of issues surrounding the Company. You will note that debt and creditor management plans are now in place and operating, the audit of the Company’s accounts has been completed, and reinstatement on the ASX is imminent.
In 1Q 2012 it is the Board’s intention to lay the foundations for a strong and sustainable future. As discussed in this report, the focus will now be on analysing the current assets and by pursuing new opportunities within Texas and elsewhere in North America, with the goal of enhancing the Company’s
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057 www.sprintenergy.com.au
2
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
portfolio by adding quality, low to medium risk exploration, development, and production assets. During any asset acquisition process the Board will ensure that the most appropriate funding method is used.
PRODUCTION OPERATIONS
During the quarter the Dunn-McCampbell A4 well on Padre Island and three of the Sullivan City wells in the Hidalgo and Starr Counties were flowed on an intermittent basis, producing and having sold a total of 3,397Mcf of gas and 176 barrels of crude oil, generating revenue of some $14,543 for the Company.
ASSET REVIEW
An initial technical and economic review of all of the Company’s Padre Island assets was commenced during the quarter. This review is ongoing and it is anticipated it will be completed conclude during 1Q 2012.
A complete internal review has been completed into the tenure of all leases in which the Company has held an interest during the past 12 months. This review also identified the loss of State Tracts 212; 213; 986-S; 991-S; 1000-S, S/2 E 640ac; 1000-S, W 340ac; 1007-S and 1008-S. This automatic surrender of leases was also due to non-production in the 12 months prior to October 2010. It should be noted that the Sprint retains ownership of all wells, production facilities and equipment on all of the lost leases.
The Company has confirmed that it has a continued interest in the following leases:
Table 1: Sprint US Lease Interests
| Lease Name/ID | Location | Area (acres) |
Working Interest |
||
|---|---|---|---|---|---|
| Arturo & Juanita Flores, Robert Spiller – Portion 38 Tract 217 |
Hidalgo & Starr Counties, Texas |
361.38 | 100% | ||
| Isabel Rivera, Robert Spiller – Portion 39 N/2 Tract 236 |
|||||
| Isabel Flores Rivera, Robert Spiller – Portion 39 N/2 Tract 236 |
|||||
| Dora Flores Solas, Robert Spiller – Portion 39 N/2 Tract 236 |
|||||
| Norberta Flores Lopez, Robert Spiller – Portion 39 N/2 Tract 236 |
|||||
| Robeta Flores Jr & Romero Flores, Robert Spiller – Portion 39 N/2 Tract 236 |
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182
T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au
3
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
| Lease Name/ID | Location | Area (acres) |
Working Interest |
|---|---|---|---|
| Dennis Wolfshohl and Katheryn Prather, Robert Spiller – Portion 39 N/2 Tract 236 |
|||
| Various Lessors, Chariot Exploration – Portion A586 |
Hidalgo County, Texas | ||
| Dunn McCampbell 5666.15 Lease, A4 Production Unit - Nicholas & Juan Jose Balli, Abstract 10 |
Kleberg County, Texas | 640 | 89% |
In addition, the following leases were held under a lease agreement with the Dunn McCampbell Estate and negotiations are ongoing regarding the renewal and/or amendment to the terms of these leases:
Table 2: Leases Under Negotiation
| Lease Name/ID | Location | Acres | Working Interest |
|---|---|---|---|
| Dunn McCampbell 5666.15 Lease, Dunn Peach 4 - Nicholas & Juan Jose Balli, Abstract 10 |
Kleberg County, Texas | 320 | 43.75% |
| Dunn McCampbell 5666.15 Lease, Dunn Peach 5 - Nicholas & Juan Jose Balli, Abstract 10 |
Kleberg County, Texas | 320 | 51.95% |
| Dunn McCampbell 5666.15 Lease, Dunn Peach 7 - Nicholas & Juan Jose Balli, Abstract 10 |
Kleberg County, Texas | 320 | 43.75% |
| Dunn McCampbell 5666.15 Lease, 11A Production Unit - Nicholas & Juan Jose Balli, Abstract 10 |
Kleberg County, Texas | 320 | 89% |
The Company currently anticipates finalising the Dunn McCampbell negotiations in 1Q 2012 and will provide a further update once an agreement has been reached.
In addition, on 3 January 2012 the Company submitted a nomination in the Texas General Land Office’s (GLO) Spring Lease Sale for the State Tracts covering the South Sprint Gas Unit.
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au
4
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
The Company is also reviewing potential JV partners for Padre Island as a means of reducing its cost and risk exposure. A number of discussions have been held with prospective partners and the Board is hopeful that this approach may yield value from these assets.
NEW VENTURES
During the quarter the Company advised that it is the Board’s view from its initial asset review that the Padre Island and Sullivan City assets will assist the Company with short to medium-term production and cash flow, but new assets will be required for longer-term sustained growth of the Company.
With this in mind Sprint commenced investigations into a number of new opportunities to enhance the Company’s portfolio and provide low to medium risk exploration, development, and production in the near to medium term.
FINANCIAL POSITION AND AUDIT PROGRESS UPDATE
Audit and Restated 2011 Annual Report
One of the most significant issues the Company has undertaken during the quarter was the completion of audit of the accounts in Australia and the USA.
As announced on 13 January 2012, a full audit of the accounts of the Company has now been completed by BDO and an unqualified audit opinion has been provided. This was a significant milestone in Sprint’s progress towards reinstatement on the ASX.
Fund Raising
On 19 September 2011 the Company executed a mandate to raise $1,250,000 by way of a convertible loan to provide additional working capital subject to Shareholder approval. Shareholders approved this fund raising mandate at the General Meeting held on 16 December 2011. On 30 December 2011, the Company allotted 48,375,000 ordinary shares upon the conversion of these convertible loans. Subsequent to the end of the quarter a further 14,150,000 shares were issued as the final part of the conversion of this loan.
In December 2011, the Company raised a further $1,115,000 by way of another convertible loan to be converted following approval of the raising at the Company's next general meeting in February 2012.
Funds raised by the convertible loans were used to provide additional working capital.
Debt Reduction and Restructuring of Convertible Loans
Throughout the quarter the Board undertook intensive negotiations with AM Securities Pty Ltd, Leopard Resources NL (formerly Acclaim Exploration NL) and Eldore Mining Corp. Ltd. in an attempt to reduce and restructure convertible loans totalling some $6.7 million. These negotiations were successfully completed during the quarter and on 10 January 2012, following the execution of the necessary legal agreements, the Company announced that it had finalised these negotiations thereby reducing the total debt by over $2.8 million. In addition, the maturity date for all of the loans was reset
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au
5
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
to 31 December 2012 and the interest rate reduced to nil for the Leopard and Eldore loans and 8.5% pa for the AM Securities loan.
Creditor and Cash Flow Management
When the new Board was appointed to the Company (between 19 September and 24 October 2011) some 100 creditors in Australia and the USA were awaiting payments to a total value of just over $2.1 million. During the quarter considerable effort has been put into creditor management and by 31 December 2011 the creditor list had been reduced by almost 50%, with an associated value of approximately $0.843 million. Sprint’s management will continue this process of prudent creditor management.
In parallel an analysis of the use of funds was completed and changes were made throughout the organisation to reduce overheads and increase efficiency. As a consequence of this, general and administrative costs have been reduced by approximately 60% in the USA and by over 80% here in Australia. This has enabled the careful application of funds towards production operations and creditor management.
CORPORATE AND LEGAL
Legal Review
As advised in the September Quarterly Activities Report (issued 31 October 2011), the Board has been carefully reviewing the legal proceedings in which the Company is involved. The Board has taken a proactive and prudent approach to these proceedings and has attempted, wherever possible and in the best interests of shareholders, to settle each action as soon as reasonably possible.
BNP Bankruptcy Settlement
A settlement has been reach in the lawsuit filed against Sprint and some of its affiliates in the United States Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”) by the trustee (“Trustee”) in the bankruptcy cases of BNP Petroleum Corporation and BNP Oil & Gas Properties, Ltd (Jointly Administered Case No. 09-20206) in relation to its legal action against the Company and some of its subsidiaries. The legal case was originally filed in late 2010 and is currently pending under Adv. Pro. No. 11-2014, (“Lawsuit”). These proceedings were disclosed in the 2011 Annual Report and September 2011 Quarterly Report.
Subject to final documentation and Bankruptcy Court approval, Sprint and the Trustee have reached an agreement resolving the Lawsuit and related proceedings in the bankruptcy cases. The key terms of the settlement are as follows:
- Sprint will make payment of a total of US$863,299 to the Trustee as settlement of outstanding fees, sanctions and fines within one business day after the Bankruptcy Court approves the settlement by a final order that is not the subject of any appeal;
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au
6
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
-
The Trustee will have the option to instruct Sprint to assign all of the currently unexpired leases ( see Table 1, above ) and associated facilities and equipment currently held by subsidiaries of Sprint in the USA. The Trustee must elect to exercise its assignment option on or before 16 February 2012;
-
In the event Sprint or its affiliates re-acquire certain previously expired Texas General Land Office leases before a yet to be agreed date, then the Trustee may request assignment of these leases and associated facilities and production equipment; and
-
Upon fulfilment of the settlement, Sprint and the Bankruptcy Trustee will release each other and dismiss all legal actions and claims, including the Lawsuit.
Sprint and the Trustee are currently preparing the necessary settlement documentation and do not expect any material changes to the terms outlined above. The Company currently anticipates that the documentation will be finalised and executed between the two parties by 27 February 2012, at which time approval for the settlement will be sought from the Bankruptcy Court. In preparation for this, $813,299 of the funds necessary for the settlement have been set-aside in escrow with a final balance of US$50,000 to be paid on or before 27 February.
Sprint estimates that the potential loss of one or all of the leases subject to the assignment provision would not be material and would remove the associated abandonment and rehabilitation obligations from non-current liabilities on the Company’s balance sheet.
The Board of Directors sees the conclusion of these long running legal proceedings as a positive step forward for Sprint.
Sprint will provide further updates to shareholders after the 16 February assignment option deadline and following the finalisation of the settlement and filing with the Bankruptcy Court.
Change of Company Name
The shareholders of the Company approved the change of name to Sprint Energy Ltd. (ASX Code: SPS) at a General Meeting held on 16 December 2011. This change of name was executed on 20 December.
Board Changes
On 24 October 2011 Mr Craig Martin and Mr Andrew Mattin were appointed directors of the Company. Mr Mattin was appointed Managing Director on 10 November 2011. Subsequent to the end of the quarter Dr Jaap Poll was appointed to the Board as an Independent Non-Executive Director.
These three new Board members bring extensive international oil and gas exploration, appraisal, development, production, and management experience to the Company.
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au
7
Sprint Energy Ltd. (formerly Modena Resources Ltd.) 26 January 2012
ASX Announcement Quarterly Activities Report to 31 December 2011
Corporate Governance
During the quarter a complete review of the Company’s corporate governance policies and procedures was completed. As a consequence of this review a number of new policies have been developed and are being implemented. Also, subsequent to the end of the quarter the Board of Directors has established an Audit and Risk Committee and a Remuneration and Nomination Committee.
Change of Registered Office
During the quarter the Company changed its registered office from 1186 Hay Street, West Perth to Suite 304, 22 St. Kilda Road, St. Kilda, Victoria.
Yours sincerely
Sprint Energy Ltd
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Andrew P Mattin Managing Director
For further information please contact:
Andrew Mattin
Managing Director Phone: +61 3 9692 7222 Email: [email protected]
About Sprint Energy Ltd: Sprint Energy Ltd is an independent oil and gas exploration and production Company, listed on the Australian Stock Exchange (Code – SPS). Its primary focus of operations is Texas, USA.
Suite 304, 22 St Kilda Road • St Kilda • Victoria • 3182 T: +61 3 9692 7222 F: +61 3 9529 8057
www.sprintenergy.com.au