HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement
On March30, 2017, SCS Corporation Ltd. (SCS), a wholly
owned subsidiary of Hyperdynamics Corporation, entered into the
Farmout Agreement (the Farmout Agreement) with South
Atlantic Petroleum Limited (SAPETRO) to the terms of which
and subject to certain conditions therein, SCS assigns and
transfers to SAPETRO 50% of its 50% gross participating interest
in that certain Hydrocarbons Production Sharing Contract (as
defined below) and the Joint Operating Agreement (as defined
below) pertaining to the oil and gas exploration concession
offshore Guinea.
SCS is a party to that certain Hydrocarbons Production Sharing
Contract (the Hydrocarbons Production Sharing Contract)
between the Republic of Guinea and SCS Corporation, dated
September22, 2006; as amended by that certain Amendment No.1 to
the Hydrocarbons Production Sharing Contract (the Amendment
No.1) between the Republic of Guinea and SCS Corporation,
dated March25, 2010; and as further amended by that non-binding
memorandum of understanding (the MOU) between the Republic
of Guinea and SCS Corporation Ltd., dated August19, 2016, and
that certain Second Amendment to the Hydrocarbons Production
Sharing Contract between the Republic of Guinea and SCS
Corporation Ltd., dated September14, 2016, and duly approved by a
Decree No.275/PRG/SGG of the President of the Republic, dated
September21, 2016, (Second PSC Amendment) (as amended, the
Contract).
to the terms of the Farmout Agreement, upon closing, SAPETRO will
(i)reimburse SCS its proportional share of past costs associated
with the preparations for the drilling of the Fatala-1 well,
estimated at approximately $9 million, and (ii)pay its
participating interests share of future costs in the concession.
The closing of the Farmout Agreement and the corresponding
transfer of the participating interest are subject to several
conditions, including, but not limited to: (i)the receipt of the
requisite approvals and consents of the government of the
Republic of Guinea, (ii) if required by the Government of Guinea,
security in respect of each partys participating share of the
drilling costs, and (iii)subject to the satisfaction of SAPETRO,
SCS having obtained by April10, 2017 cash or committed financings
to enable it to meet its obligations related to the Fatala-1
well. At closing, SAPETRO and SCS will deliver mutual parent
guarantees to secure the obligations under the Farmout Agreement
and the joint operating agreement, attached as ExhibitB to the
Farmout Agreement (the Joint Operating Agreement),
governing the conduct of operations. Each party to the Farmout
Agreement may waive certain conditions in whole or in part at any
time.
The parties have agreed to close on or before May31, 2017 unless
the Farmout Agreement is previously terminated due to parties
failure to satisfy the closing conditions, by mutual agreement of
the parties, or if either party receives final, unappealable
written notice from the Government of Guinea stating that it will
not approve the transfer of the farm-in interest. The Farmout
Agreement includes customary representations and warranties of
the parties, including due organization and authority.
The descriptions of the aforementioned agreements do not purport
to be complete and are qualified in their entirety by the full
text of the Farmout Agreement (which is attached as Exhibit10.1
to this Current Report) as well as the Hydrocarbons Production
Sharing Contract (which was filed with the SEC as Exhibit10.1 to
the Current Report on September28, 2006), the Amendment No. 1
(which was filed with the SEC as Exhibit10.1 to the Current
Report on March31, 2010), the MOU (which was described in the
Current Report filed with the SEC on August24, 2016), and the
Second PSC Amendment (which was filed with the SEC as Exhibit
10.3 to the Current Report on September22, 2016), all of which
are incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
The Press Release regarding the above matters is filed as
Exhibit99.1 to this Current Report.
Information in this Current Report on Form8-K furnished to this
Item7.01 shall not be deemed to be filed for purposes of
Section18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities
Act or the Exchange Act.
Item 9.01. Financial Statements and
Exhibits.
|
ExhibitNumber |
|
Description |
|
Exhibit10.1 |
Purchase and Sale Agreement, dated March30, 2017, by and |
|
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Exhibit99.1 |
Press Release, dated March31, 2017. |
About HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN)
Hyperdynamics Corporation is an independent oil and gas exploration company with prospects in offshore Republic of Guinea (Guinea) in Northwest Africa pursuant to rights granted to the Company by Guinea (the Concession) under a Hydrocarbon Production Sharing Contract (PSC). The Company’s primary focus is the advancement of exploration work in Guinea. The Company, through its subsidiary, SCS Corporation Ltd, conducts international oil and gas exploration activities in Guinea. The Company is conducting its work in Guinea under the PSC. The Company is having certain contractual rights to explore and exploit offshore oil and gas reserves, if any, off the coast of Guinea (the Contract Area). Its prospects are in an underexplored basin with Turbidite fans and four-way closures. As of June 30, 2016, the Contract Area in the Concession was 18,750 square kilometers. The Company has not generated any revenues. HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) Recent Trading Information
HYPERDYNAMICS CORPORATION (OTCMKTS:HDYN) closed its last trading session 00.00 at 1.52 with shares trading hands.