SNV:CC - Sonoro Energy Ltd. Enters into MOU to Acquire 20% Interest in a MENA Company
(TheNewswire)
June 3, 2024 – TheNewswire - Calgary, Alberta – Sonoro Energy Ltd. (" Sonoro " or the“ Company ”) (TSXV:SNV) is pleased to announce that it has enteredinto a non-binding memorandum of understanding (the “ MOU ”) to acquire,directly or indirectly through a subsidiary, shares representing 20%of the issued capital of a company existing under the laws of theUnited Arab Emirates (“ MENACo ”), which is engaged in providing wellmanagement and engineering, procurement and construction(“ EPC ”) services (the “ Services ”) in the MENA region (the“ ProposedTransaction ”).
Pursuant to the terms of the MOU, Sonoro intends toacquire 20% of the issued capital of MENACo from its shareholders, inexchange for an aggregate 40,000,000 common shares in the capital ofSonoro (“ SonoroShares ”) at a deemed value of $0.12 per share.A definitive agreement (the “ Definitive Agreement ”) for the ProposedTransaction will provide for the transaction to be subject to allapplicable TSX Venture Exchange, regulatory and shareholder approvals.
MENACo is a party to a master service agreement (the“ MSA ”) with a national oil company providing for Oil and GasWell Management and EPC Services. The MSA has an initial term of 5years in respect of existing oil and gas fields currently producingover several hundred thousand barrels of oil per day (” bopd ”) and, amongother things, its purposes is to support the state entity in achievingits objective of increasing area production by over 100,000 bopd. Theparties are pursuing this objective through: (i) wellre-activation/workover/re-entry of shut-in/suspended wells; (ii) EPCprojects for the replacement/improvement of associated facilities andinfrastructure; and (iii) sub-surface and reservoir optimizationstudies, operational enhancement, maintenance and training of localpersonnel and other ancillary support activities.
After giving effect to the Proposed Transaction, it isexpected that the MENACo shareholders will collectively hold 15.2% ofthe issued and outstanding Sonoro Shares. The Company does not expectany new insiders to be created as a result of the ProposedTransaction.
Richard Wadsworth, Chief Executive Officer of Sonorocommented, “We are excited with Sonoro’s participation in MENACo,establishing a MENA country entry position in the oil and gas sectoralong with key relationships with major stakeholders. Directly andindirectly, Sonoro intends to support MENACowith key well management personnel applying our experience in theupstream oil and gas production and development areas to furthersupport the national oil company in reaching theirobjectives. ”
Sonoro will announce additional details regarding theProposed Transaction when a Definitive Agreement is executed, expectedin Q2 2024, although there can be no assurance that the parties willsuccessfully negotiate and enter into a Definitive Agreement, or thatthe Proposed Transaction will be consummated on the terms or timeframecurrently contemplated, or at all.
Forward-lookingStatements
Certain information in this news release constitutesforward-looking statements under applicable securities laws. Anystatements that are contained in this news release that are notstatements of historical fact may be deemed to be forward-lookingstatements. Forward-looking statements are often identified by termssuch as "may," "should," "anticipate,""expects," "estimates," "seeks" andsimilar expressions. In particular, without limiting the generality ofthe foregoing, this news release contains forward-looking informationregarding: the ability of the parties to negotiate satisfactory termsfor, and to execute, the Definitive Agreement; the satisfaction of allconditions precedent to the completion of the Proposed Transaction,including receipt of TSX Venture Exchange, regulatory and shareholderapprovals; the Company’s ability to continue as a going concern,general business, economic, competitive, political, and socialuncertainties; delay or failure to receive applicable approvals; andthe results of operations.
Forward-looking statements necessarily involve knownand unknown risks, including, without limitation, risks associatedwith oil and gas exploration, development, exploitation, production,marketing and transportation, loss of markets, volatility of commodityprices, currency fluctuations, imprecision of resource and reserveestimates, environmental risks, competition from other producers,inability to retain drilling rigs and other services, delays resultingfrom or inability to obtain required regulatory approvals, changes inlegislation including but not limited to income tax, environmentallaws and regulatory matters, the effectiveness of the technology to beemployed by the Company, the Company’s ability to access sufficientcapital from internal and external sources. Readers are cautioned thatthe foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance onforward-looking statements as there can be no assurance that theplans, intentions or expectations upon which they are placed willoccur. Such information, although considered reasonable by managementat the time of preparation, may prove to be incorrect and actualresults may differ materially from those anticipated. Forward-lookingstatements contained in this news release are expressly qualified bythis cautionary statement.
Additional information on these and other factors thatcould affect Sonoro's operations or financial results are included inSonoro’s reports on file with Canadian securities regulatoryauthorities and may be accessed through the SEDAR+ website(www.sedarplus.ca) or by contacting Sonoro. The forward-lookingstatements contained in this news release are made as of the date ofthis news release and Sonoro does not undertake any obligation toupdate publicly or to revise any of the included forward-lookingstatements, whether as a result of new information, future events orotherwise, except as expressly required by securities law.
Neither the TSXVenture Exchange nor its Regulation Service Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of thisrelease .
For further information, please contact the companyat:
On behalf of the Board of Directors
of Sonoro Energy Ltd.
Dean Callaway, CFO and Director
+1.403.262.3252
This press releaseis not to be disseminated in the United States
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