Hyperdynamics Corporation (OTCMKTS:HDYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement
On April21, 2017, Hyperdynamics Corporation (Hyperdynamics, the
Company, we or us), through its wholly-owned subsidiary, SCS
Corporation Ltd. (SCS), received an implementing Presidential
Decree from the Republic of Guinea authorizing a Third Amendment
(the Third Amendment) to the Hydrocarbon Production Sharing
Contract, dated September22, 2006, between SCS and the Republic
of Guinea, as amended on March25, 2010, and on September21, 2016
(the Production Sharing Contract).The Third Amendment was signed
by Mr.Diakaria Koulibaly, General Director of the National
Petroleum Office of the Republic of Guinea; Ms.Malado Kaba, the
Minister of Economy and Finance of the Republic of Guinea; Ray
Leonard, President and Chief Executive Officer of Hyperdynamics
and Director of SCS, and Dale Rollins, Managing Director of South
Atlantic Petroleum Limited (SAPETRO) on April12, 2017. The Third
Amendment was subject to the authorizing Presidential Decree and
the Closing of the farmout agreement between SCS and SAPETRO for
the acquisition by SAPETRO of a 50% interest in the Contract from
SCS (Farmout Agreement).The Third Amendment was entered into in
accordance with the Tri Party Protocol between SCS Corporation
Ltd. SAPETRO and the Government of Guinea dated March10, 2017
(Protocol).
A copy of the Production Sharing Contract was filed as
Exhibit10.1 to the Companys Current Report on Form8-K that was
filed with the Securities and Exchange Commission (the SEC) on
September28, 2006. A copy of the First Amendment to the
Production Sharing Contract was filed as Exhibit99.1 to the
Companys Current Report on Form8-K that was filed with the SEC on
May14, 2010. A copy of the Second Amendment to the Production
Sharing Contract was filed as Exhibit10.1 to the Companys Current
Report on Form8-K that was filed with the SEC on September22,
2016.A copy of the Protocol was filed as Exhibit99.2 to the
Companys Current Report on Form8-K that was filed with the SEC on
March13, 2017. A copy of the Farmout Agreement was filed as
Exhibit10.1 to the Companys Current Report on Form8-K that was
filed with the SEC on April6, 2017.
The Third Amendment records and confirms the approval of the
assignment of a 50% interest in the Production Sharing Contract
and the validity of the rights under the Production Sharing
Agreement to SCS to SAPETRO (the Contractors). The Government of
Guinea also undertakes that it shall not terminate, revoke or
restrict the Contract or the rights of the Contractors to conduct
Petroleum Operations based on the failure of SCS to have provided
the Security Instrument as required under the Second Amendment.
The Contractors further agree that within 30 days following the
date of execution of a Presidential Decree approving the Third
Amendment, the Contractors will provide a security instrument in
the amount of $5 million, issued by a bank acceptable to the
Government, whose approval shall not be unreasonably withheld,
provided however such performance guarantee shall be released and
cancelled at the time the drilling rig to be used in the drilling
of the extension well is located in the shelf waters of the
Republic of Guinea, including its territorial waters. The
Protocol states that SAPETRO will provide the $5 million security
interest upon Government of Guinea approval to enter the
Concession and completion of the Farmout Agreement.
The Third Amendment appoints SCS as the Operator of the
Concession and requires that the project commencement date of
drilling operations on an initial exploratory well to be drilled
to a minimum depth of 2,500 meters below the seabed for an
estimated amount of $46,000,000 be no later than May30, 2017.
Additional exploration wells may be drilled within the
exploration period at the Contractors option.
The foregoing disclosure concerning the Third Amendment is
qualified in its entirety by reference to the Third Amendment,
which is filed as Exhibit10.1 to this Current Report on Form8-K.
Item 7.01 Regulation FD
Disclosure.
On April25,2017, Hyperdynamics Corporation issued a press
release titled, Hyperdynamics Receives Presidential Decree
Implementing the Third Amendment to the Production Sharing
ContractThe press release is attached as Exhibit99.1 to
this Current Report on Form8-K.
In accordance with General Instruction B.2 of Form8-K, the
information disclosed in Item 7.01, and Exhibit99.1
attached hereto, this Current Report on Form8-K shall not be
deemed filed for the purpose of Section18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing.
Item 9.01 Financial Statements and
Exhibits.
ExhibitNumber |
|
Description |
Exhibit10.1 |
Amendment No.3 to the Hydrocarbon Production Sharing |
|
Exhibit10.2 |
Amendment No.3 to the Hydrocarbon Production Sharing |
|
Exhibit10.3 |
Presidential Decree (English Translation) |
|
Exhibit10.4 |
Presidential Decree (Original French version) |
|
Exhibit99.1 |
Press release dated April25, 2017 titled , Hyperdynamics |
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 1.75 with shares trading hands.