ACN 109 200 900 AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT SUMMARY 29 May 2013 Eden signs Conditional Heads of Terms to Sell UK Gas and Petroleum Assets for 10million Perth based Eden Energy Ltd ( Eden ) (ASX Code: EDE) has executed a conditional Heads of Terms to sell its entire UK coal seam methane and shale gas portfolio for 10.061million to be satisfied by a cash payment of 750,000 and with the balance to be paid in fully paid ordinary shares in presently unlisted UK public company Shale Energy PLC ( Shale Energy ). The sale assets comprise Eden s 50% joint venture interests in 17 Petroleum and Development Licences (PEDLs) in England and South Wales and its 100% interest in a further 3 PEDLs in South Wales ( Eden s UK Licence Interests ) As announced by Eden to the ASX on 30 May 2011 (see copy attached for full details), independent experts (RPS in relation to shale gas and RISC in relation to coal seam methane) had reported that these licences have the potential to contain significant quantities of hydrocarbons. More specifically, that announcement reported that: - RPS in relation to the shale gas had reported: - unrisked P90 Resource Volumes of Shale Gas in the Numurian Measures on 7 Petroleum Exploration and Development Licences (PEDLs) in South Wales in which Eden holds a 50% interest (covering a prospective area of 806 square kilometres) of: Volume of Gas Initially in Place (GIIP) 34.198 TCF (Eden s share -17.099 TCF) Recoverable Volume 12.799 TCF of gas (Eden s share 6.349 TCF); and RISC in relation to coal seam methane had reported that: the estimated Gross Contingent Resources of Coal Bed Methane contained in the 10 PEDLs in South Wales (covering a prospective area of 247 square kilometres) in which Eden holds an interest are: Level 15, 197 St Georges Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Email: mailroom@edenenergy.com.au
A 1C to 3C range of 687-1,363 BCF with a 2C estimate of 980 BCF, and that the estimated Gross unrisked Prospective Resource of Coal Bed Methane contained in the 17 PEDLs in South Wales, Kent and Bristol Somerset (covering a prospective area of 1068 square kilometres) in which Eden holds an interest are: A low to high estimate of 1,903-4,990 BCF with a best estimate of 3,088 BCF Shale Energy was incorporated to pursue shale gas opportunities and has been examining possible projects in the USA for the past few years. It has a wellqualified and experienced board of directors and holds more than 750,000 in cash. The Heads of Terms is largely non-binding and is conditional upon a number of matters (detailed below) including Shale Energy completing a further capital raising of 5million as a pre-introduction to listing on the AIM market at the London Stock Exchange ( AIM ). The purchasing entity will be Shale Acquisition Ltd ( Shale Acquisition ), a wholly owned subsidiary of Shale Energy. DETAILS The major details of the Heads of Terms are: 1 Consideration The total consideration of 10.061million will be satisfied as follows: - An initial payment of 6,811,000 payable on Completion and to be satisfied by a cash payment of 750,000 and as to 6.061million by the allotment of sufficient shares in Shale Energy that will represent 29.1% of the total issued capital after the shares for both the additional 5million capital raising and the shares that Eden will receive have been issued. - The initial shares shall be subject to a lock in period (ie escrow) of the greater of 6 months from completion of the acquisition and 12 months from the date of admission of Shale Energy to AIM, provided that if the AIM listing does not occur by 31 December 2013, the shares shall become freely transferable. - The balance of the consideration, being 3,250,000, shall be payable in two equal tranches of 1,625,000 to be paid: (i) firstly, when the independently verified best estimate of recoverable gas (2C) in Eden s UK Licence Interests reaches 500bcf; and (ii) secondly when the independently verified best estimate of recoverable gas (2C) in Eden s UK Licence Interests reaches 1000bcf. On each occasion these payments shall so far as possible be satisfied by the issuance to Eden of additional shares in Shale Energy at the moving average market share price of the Shale Energy shares over the previous 30 days. 2
If Shale Energy shares are not listed on AIM, the price will be determined by Shale Energy s auditors. If either such issue would result in Eden s shareholding exceeding 29.9% of the then total issued capital of Shale Energy, the number of shares to be issued on such occasion shall be restricted to maintain Eden s shareholding at 29.9% and the balance of the consideration shall be paid in cash. These additional shares shall on each occasion be subject to a lock in period of 3 months or such other period as AIM may require. In addition, the purchaser shall pay any value added tax (VAT) payable on the transaction. The transaction may at the election of Shale Energy be effected by way of either a transfer of Eden s UK Licence Interests or a transfer of all the shares in either of Eden s wholly owned subsidiaries, Adamo Energy (UK) Ltd( that holds Eden s UK Licence Interests), or is Australian parent Adamo Energy Ltd. 2 Conditions Precedent The Heads of Terms document is non-binding (other than in respect to a number of matters such as the parties maintaining confidentiality, and Eden not dealing with any third party during the Exclusivity Period ending on 31 July 2013 or such earlier date as either party may terminate the negotiations,) and is subject to and conditional upon the following conditions precedent being either satisfied by 30 June 2013, (or 31 July 2013 in the case of a number of the conditions if they cannot reasonably be satisfied by 30 June 2013 ) or waived by the party for whose benefit the condition was included: the Buyer being satisfied with the results of, financial, legal, taxation and commercial investigations into Eden s UK Licence Interests which may include a report by a competent person into Eden s UK Licence Interests and any other reports and investigations that the Buyer decides are necessary; Eden providing full access to all books and records relating to, and key employees working in connection with, Eden s UK Licence Interests; Eden providing all information in its possession required by the Buyer to complete the investigations and all information provided being accurate and not misleading; the board of directors of each of Shale Acquisition, Shale Energy and Eden approving the terms of the proposed purchase; the board of directors of Eden approving the terms of a formal Purchase Agreement, the price and the terms upon which it is agreed the shares in Shale Energy are to be issued to Eden, the share capital structure, assets, liabilities, the proposed timetable for AIM listing and the level of support available to achieve that listing, financial, legal, taxation and other affairs of Shale energy; any third party, regulatory or tax consents or approvals required for the proposed purchase being received on terms satisfactory to both the Buyer and EEL, including in particular any consents required from the Department of Energy and Climate Change ( DECC ), and such consents and approvals remaining in full force and effect; the parties signing a detailed purchase agreement ( Purchase Agreement ) to be prepared by the Buyer s solicitors on terms and conditions acceptable to both the 3
Buyer and EEL. The Purchase Agreement will incorporate normal and appropriate warranties and indemnities to be given by the seller and Eden; the warranties in the Purchase Agreement being accurate at completion and neither party being in breach of its obligations under that agreement; none of Eden s UK Licence Interests being terminated, or having its terms changed, between the date of the Heads of Terms and Completion; no government or other person having commenced, or threatened to commence, any proceedings or investigation for the purpose of prohibiting or otherwise challenging or interfering with the proposed purchase, or having taken or threatened to take any action as a result of or in anticipation of the proposed purchase that would be materially inconsistent with any of the warranties in the Purchase Agreement, or having enacted or proposed any legislation (including any subordinate legislation) or order or imposed any condition which would prohibit, materially restrict or materially delay the implementation of the proposed purchase; Greg Solomon agreeing to be appointed as a non-executive director of Shale Energy PLC with effect from the date of Completion; the completion of the additional proposed share issue to raise 5,000,000; and DECC having agreed to extend the expiry date of the PEDLs the subject of this agreement that were issued pursuant to the 13 th Round of Onshore Licence Applications from the present expiry date of 30 September 2014 for at least 12 months. 3 Completion Subject to satisfaction of the Conditions Precedent, Completion shall take place: - 14 days after the Purchase Agreement is executed by all parties; or - 30 days after satisfaction of all of the conditions precedent, whichever is the later. Gregory H. Solomon Executive Chairman 4
ACN 109 200 900 AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT 30 May 2011 Independent Experts Identify Significant Risked and Unrisked Prospective Resources of Shale Gas and Coal Bed Methane on Eden s UK Licences HIGHLIGHTS Shale Gas RPS reports the unrisked P90 Resource Volumes of Shale Gas in the Numurian Measures on 7 Petroleum Exploration and Development Licences (PEDLs) in South Wales in which Eden holds a 50% interest (covering a prospective area of 806 square kilometres) are: Volume of Gas Initially in Place (GIIP) 34.198 TCF (Eden s share -17.099 TCF) Recoverable Volume 12.799 TCF of gas (Eden s share 6.349 TCF) Coal Bed Methane RISC reports that estimated Gross Contingent Resources of Coal Bed Methane contained in the 10 PEDLs in South Wales (covering a prospective area of 247 square kilometres) in which Eden holds an interest are: A 1C to 3C range of 687-1,363 BCF with a 2C estimate of 980 BCF RISC reports that the estimated Gross unrisked Prospective Resource of Coal Bed Methane contained in the 17 PEDLs in South Wales, Kent and Bristol Somerset (covering a prospective area of 1068 square kilometres) in which Eden holds an interest are: A low to high estimate of 1,903-4,990 BCF with a best estimate of 3,088 BCF UK Gas Market The UK total demand for natural gas in 2009 was equivalent to approximately 3.6 TCF. The UK is now a net importer of natural gas and the industrial price of natural gas in 2009 was 58% higher in the UK than in US. Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, 6000 Telephone: +618 9282 5889 Facsimile: +618 92825866 (www.edenenergy.com.au)
OVERVIEW Several months ago, Eden commissioned two independent expert reports in respect to the prospectivity to some of its UK gas assets, which comprise in total joint venture interests in 17 PEDLs in South Wales, Kent and Bristol/Somerset covering a total area of more than 1,800 square kilometres (approximately 500,000 acres) (Figure 1) and taking in very large portions of the coal fields and surrounding basins in these three areas of the UK. RPS Group Plc was commissioned to undertake a review of the prospectivity for shale gas of the Namurian Measures on the 7 Petroleum Exploration and Development Licences (PEDLs) in South Wales where the Namurian Measures occur (covering a prospective area of 806 square kilometres). The Namurian Measures are also present in Bristol/ Somerset but have not been included in this current report, but are not found in the other PEDLs in South Wales and Kent in which Eden holds an interest, although these other PEDLs are potentially prospective for gas in older formations, but on which no report has been prepared and very little information is known. Eden holds a 50% joint venture interest in the shale gas, conventional gas rights in 14 of these PEDLs and is acquiring a 50% interest in these measures in the remaining 3 PEDLs (in South Wales). RISC Pty Ltd (RISC) was also commissioned to undertake a review of the prospectivity for coal bed methane of all 17 Petroleum Exploration and Development Licences (PEDLs) in South Wales, Kent and Bristol/Somerset in which Eden holds an interest (covering a total area of more than 1,800 square kilometres and of which approximately 1315 square kilometres are prospective for coal bed methane). Eden holds a 50% joint venture interest in the coal bed methane rights (in the Westphalian Measures) in 15 of these PEDLs and a 5% interest in the coal bed methane rights in the remaining 2 PEDLs (in South Wales). 2
FINDINGS in REPORTS Shale Gas- RPS RPS has reported that the 806 square kilometres of the 7 PEDLs in South Wales where the Namurian Measures are interpreted as occurring (covering a prospective area of 806 square kilometres) contains the following estimated gas based on the Petroleum Resource Management System: Unrisked P90 Resource Volume Estimates of Namurian Hosted Shale Gas: Volume of Gas Initially in Place (GIIP) 34.198 TCF (Eden s share -17.099 TCF) Recoverable Volume 12.799 TCF of gas (Eden s share 6.349 TCF) These estimates were calculated by RPS: - after reviewing the analysis of the available drill core (from a limited number of previous drillholes into the Namurian measures), and - modelling across the relevant area : - the Formation Pressure and Fracture Gradient, - the Thermal Maturity Gradient, - the Geochemical Calculation of Porosity in Organic Matter, - the Calculation of Gas Content, and - the Gas Originally in Place and Recoverable. Coal Bed Methane - RISC RISC has reported that the 17 PEDLs in South Wales, Kent and Bristol/Somerset in which Eden holds an interest (covering a total area of more than 1,800 square kilometres and of which approximately 1315 square kilometres are prospective for coal bed methane) contain the following estimates: Gross Contingent Resource of Coal Bed Methane in the 10 PEDLs in South Wales (covering a prospective area of 247 square kilometres) in which Eden holds an interest: A 1C to 3C range of 687-1,363 BCF with a 2C estimate of 980 BCF Gross Unrisked (P90) Prospective Resources of Coal Bed Methane contained in the 17 PEDLs in South Wales, Kent and Bristol Somerset (covering a prospective area of 1068 square kilometres) in which Eden holds an interest are: A low to high estimate of 1903-4,990 BCF with a best estimate of 3,088 BCF RISC compiled these resource estimates based on the SPE PRMS definitions and guidelines. In doing so: - the coal resources in all areas were estimated after adjusting for urban, mined out and restricted access areas, 3
- in South Wales: - Data from numerous wells and coal mining activities were used - Contingent Resources were assigned to areas with demonstrated gas content and data to support significant quantities of potentially moveable hydrocarbons from wells, miningand gas production from former coal mine activities - Prospective Resources were assigned to the other areas - Coal depth ranges from near surface to 1200m averaging about 600m - The coals sub-crop towards the south and are absent in three PEDLs (216,217 and 218) - Data shows gas contents averaging 11.9m 3 /t DAF over the permits, increasing to over 20m 3 /t towards the north - Total coal thickness from well data averages 20m - Ash and moisture average 7% and 1% respectively - in Kent: - Prospective Resources were assigned based on data from 22 wells that were used to estimate the coal resource - 10 wells have wireline data - Coal thickness seen in the wells averages 10m and the depth ranges from 280 to 1200m with an average of about 800m - Ash and moisture content average 6% and 1% respectively - The gas content based on analogue data expected to be 9-12m 3 /t DAF - in Bristol: - Prospective Resources were assigned based on more sparse data - Observed coal thickness averages 5m and the depth ranges from near surface to about 800m - Ash and moisture content average 6% and 1% respectively - The gas content based on analogue data expected to average 11.9m 3 /t DAF Eden s calculation of its share, based on percentage interests in each PEDL, in the total Coal Bed Methane resources detailed in the RISC report is: Gross Contingent Resource, with a 2C estimate -332 BCF Gross Unrisked (P90) Prospective Resources - a low to high estimate of 848-2,271 BCF with a best estimate of 1,382 BCF UK GAS MARKET The reports from RPS and RISC follow the previously announced (Eden s ASX announcement 26 May 2011) public release on 23 May 2011 of a UK Government report that supported ongoing shale gas drilling in UK. The UK Government report states that in 2009, the UK total demand for natural gas was equivalent to approximately 100bcm, or 3.6 TCF. In this context, the estimated unrisked P90 Resource Volume of Shale Gas Initially in Place (GIIP) 34.198 TCF, and estimated unrisked P90 Recoverable Volume 12.799 TCF are very significant numbers. The UK is now a net importer of natural gas and the price of natural gas in the UK is relatively high, and in 2009 the average industrial price of natural gas was 58% higher than in US. According to figures published by the UK Government (www.decc.gov.uk), the 2009 average industrial price of natural gas including taxes in the UK (in pence per kwh) was 1.78 whilst in US for the same quantity of gas the equivalent price was 1.12. 4
GLOBAL SHALE GAS ACTIVITY Shale gas exploration and development has been increasing rapidly in many parts of the world, particularly in US. In Europe most activity has been in Poland to date. Many of the major energy and resource companies have during the past five years acquired significant positions in shale gas exploration and production around the world and a number of multi-billion US dollar acquisitions have occurred over the past two or three years for large producing or advanced stage shale gas projects. Most recently, BHP Billiton reported (bhpbilliton.com/bb/investorsmedia/news/2011) in February 2011 having acquired 100% of Chesapeake Energy Corporation s upstream and midstream Fayetteville shale gas interests in the US for US$4.75 billion. This included: - US$0.5billion for midstream interests; - 487,000 net acres, 415 MMCF/d (million cubic feet per day) current production, 2.4 TCF proved reserves, and 10 TCF total risked resources. This represented a purchase price of US$1.77 per MCF (thousand cubic feet) for proved reserves or US$0.43 per MCF for total risked resources. Whilst the Eden shale gas project is still in its very early stages, nevertheless the level of global interest in this sector is encouraging. FUTURE ACTIVITIES In light of these reports, Eden will now re-assess the best way to develop and exploit this potentially very significant asset, and further information will be released as it becomes available. Gregory H Solomon Executive Chairman For further information please contact Greg Solomon (+61 8 9282 5889) or visit our website (www.edenenergy.com.au) Consents RPS consents to the inclusion of its estimates of Prospective Resources in this announcement. The estimates are subject to uncertainty because they involve judgments on many variables that cannot be precisely assessed including resources, future production rates, the costs associated with producing these volumes, access to product markets, market prices and the potential impact of fiscal/regulatory changes. RPS believes that its estimates and conclusions are sound but no warranty of accuracy or reliability is given. The estimates may increase or decrease and RPS s opinions may change as further information becomes available. RISC consents to the inclusion of its estimates of Contingent and Prospective Resources in this announcement. The estimates are subject to uncertainty because they involve judgments on many variables that cannot be precisely assessed including resources, future production rates, the costs associated with producing these volumes, access to product markets, market prices and the potential impact of fiscal/regulatory changes. RISC believes that its estimates and conclusions are sound but no warranty of accuracy or reliability is given. The estimates may increase or decrease and RISC s opinions may change as further information becomes available. 5