James Bay Resources Limited (TSX VENTURE:JBR) ("James Bay" or the "Company") is
pleased to announce that further to its press release of June 28, 2012, it has
been preparing the necessary materials and filed the National Instrument 51-101
report (the "51-101 Report") with the TSX Venture Exchange (the "Exchange") to
pursue conditional approval for its change of business under the Exchange
policies.
As disclosed in its June 28, 2012 press release, James Bay has entered into an
agreement to acquire a significant direct interest in an oil and gas project in
Nigeria (the "Project"). James Bay has entered into a joint operating agreement
dated May 28, 2012 (the "JOA") and deed of assignment dated March 9, 2012 (the
"DOA") in respect of the Project, which have been filed with the Department of
Petroleum Resources in Nigeria (the "DPR").
James Bay intends to re-enter an existing well on the Project early next year to
facilitate 2 drill stem tests and a six month extended well test, all designed
to determine the next steps in its exploration and development of the Project.
The 51-101 Report prepared by Sproule International Limited dated as of June 30,
2012 has been submitted to the Exchange and at this point of the change of
business review process the Exchange has no further comments.
James Bay is awaiting approval from the DPR in respect of the JOA and the DOA
and its acquisition of the direct interest in the Project. Upon the DPR
approval, James Bay will release further details concerning the Project and the
51-101 Report.
Change of Business
The completion of the acquisition of a significant direct interest in the
Project (the "Transaction") will be a change of business for James Bay pursuant
to Policy 5.2 of the Exchange, with the resulting focus on the oil and gas
industry. James Bay is currently engaged in the natural resource exploration
business through its ownership of the James Bay lowlands properties that were
the subject of its initial public offering in July, 2008. It is anticipated that
following the closing of the Transaction James Bay will look at other
opportunities concerning its interest in the James Bay lowland properties.
The closing of the Transaction is subject to a number of conditions including:
(a) receipt of conditional Exchange approval for the Change of Business; (b)
shareholder approval as required; and (c) approval by the DPR in Nigeria of
James Bay acquiring a significant direct interest in the Project.
Summary of the Proposed Oil and Gas Business
The Transaction involves James Bay acquiring a significant interest in the
Project, subject to approval by the DPR in Nigeria, along with all regulatory
and other approvals. Under the JOA in respect of the Project, James Bay intends,
through its Nigerian subsidiary, to re-enter an existing well during a testing
period of six months following receipt of all required government permits and
approvals in Nigeria.
Under the terms of the JOA, James Bay will acquire a direct interest in the
Project, to be held through its wholly-owned Nigerian subsidiary, D&H Energy
Nigeria Limited (see James Bay press release dated June 28, 2012). In order to
earn its interest in the Project, James Bay is required to pay an aggregate
amount of US$2,500,000 to the owner. The payments toward that amount commenced
with US$100,000 paid upon completion of James Bay's due diligence on the Project
(paid in five instalments of US$20,000 per month). The US$100,000 was disbursed
commencing in March, 2012, and has been paid in full. In addition, the sum of
US$500,000 was set aside in an escrow account upon execution of the definitive
agreements (being the JOA and the DOA), after May, 2012. That US$500,000 is to
be released as to US$200,000 upon approval from the DPR of the assignment of the
direct interest in the Project to James Bay, and the final US$300,000 to be
released upon the grant of approval licenses by the relevant government
authorities and the arrival of the drill rig to re-enter an existing well on the
Project. James Bay is obligated to pay a further US$1,000,000 upon completion of
a final independent report of P1 reserves of at least 7,000,000 proven
recoverable barrels of oil, or if such reserve levels are not attained, then
James Bay shall pay US$0.10 per barrel of oil produced, to a maximum of
US$1,000,000. The final sum of US$900,000 is payable upon the completion of 60
days of commercial production.
James Bay has also agreed that it shall provide the joint operation funds
(future capital expenditures and operating expenses) required to finance the
Project to first oil. James Bay has also agreed to pay the owner a monthly
management retainer fee of US$30,000, which will commence upon the date of the
drill rig arriving at the Project, and ending on the commencement of commercial
production. James Bay is entitled to a preferential return of 80% of the
available cash flow from oil production until all costs of the joint operation
(future capital expenditures and operating expenses) incurred by James Bay to
get to first oil have been fully reimbursed. The remaining 20% of available cash
flow during this stage of production is shared between James Bay and the owner
in proportion to their relative percentage interests. After all joint operation
costs have been fully recovered by James Bay, the remaining revenues shall be
shared between James Bay and the owner in proportion to their relative percent
interests.
Prior Business of James Bay
James Bay was listed by the Exchange in 2008 on the basis of its interest in
mineral exploration properties located in the James Bay lowlands area of
Northern Ontario, Canada. Following a successful initial public offering ("IPO")
in July of 2008, James Bay initiated a work program under a technical report
prepared in respect of its mineral exploration properties. However, the results
from that initial exploration work were not as anticipated, and management
determined to conserve the balance of the funds it had raised in its IPO to
explore other opportunities.
Relationships in Nigeria
Following a number of various initiatives, and significant negotiations in a
number of specific areas, in 2011 James Bay ultimately pursued a relationship
with two parties that had a presence and significant experience in Nigeria in
the oil and gas business.
As a result of those discussions, James Bay entered into an agreement with D&H
Solutions AS ("D&H"), a company formed in Norway as a joint venture between
Hemla II AS of Norway (a privately held company, indirectly controlled by Mr.
Knut Sovold) and Daewoo Shipbuilding and Marine Engineering of Korea (a publicly
traded company on the Korean Stock Exchange, controlled by the Korea Development
Bank), which each hold 50% of D&H. D&H has provided James Bay with in-country
knowledge of the oil and gas business in Nigeria, along with the personnel and
expertise needed to evaluate the oil and gas opportunities that are available in
Nigeria. That relationship with D&H was initially formed under a memorandum of
understanding dated March 21, 2011 (the "MOU") which provided for James Bay and
D&H to operate under a joint venture structure in Nigeria to pursue potential
oil and gas opportunities in the country. Under the MOU, James Bay agreed to
place US$2 million in escrow, to be released upon direction from James Bay to
fund due diligence and related expenses in examining potential oil and gas deals
in Nigeria. The US$2 million escrowed funds were spent to retain oil and gas
consultants and pay related office and travel costs, establish an office
presence in Nigeria including paying rent, security, and office administration
costs, fund specific due diligence costs associated with various projects
reviewed, including in particular extensive work and expert reports concerning
the Project (including initial payments to the owner, field development work,
technical diligence on drilling information, and preparation of the 51-101
Report), and to pay legal fees in Nigeria and Canada. The relationship with D&H
under the MOU evolved through 2011, culminating in January 2012 with a revised
agreement pursuant to which D&H would become a significant shareholder in James
Bay and directly provide its personnel and expertise to James Bay in Nigeria.
The agreement with D&H dated January 5, 2012 (the "D&H Agreement") provides that
D&H shall work with James Bay to source and evaluate oil and gas projects in
Nigeria.
D&H's partners Hemla II AS and Korea Daewoo Shipbuilding and Marine Engineering
are entities which have spent considerable time and energy in researching and
working with the Nigerian government and various local groups in order to build
the relationships and infrastructure required to commence exploration and
operations in Nigeria through the acquisition of marginal oil field projects.
D&H has provided experience, logistics and staffing to James Bay in pursuit of
the Project, and, in particular, have provided the services of Knut Sovold (now
a director of James Bay). D&H will continue to provide logistical and other
support to the Project as it moves forward, as a shareholder of James Bay. Under
the terms of the D&H Agreement, and in consideration for its work in securing
the Project for James Bay, D&H shall be issued 3,000,000 units in the capital of
James Bay, with each unit consisting of one common share and one-half of one
common share purchase warrant. Each whole warrant entitles D&H to acquire one
further common share at an exercise price of $1.25, expiring 24 months from the
date of issue. These 3,000,000 units are to be issued upon James Bay receiving
all regulatory approval to hold the direct interest in the Project, including
approval from the DPR in Nigeria and Exchange approval for the Transaction. In
addition, if the Project reaches average production rates of 1,500 barrels of
oil equivalent (boe) per day over a 60-day period or a P50 recoverable estimate
of at least 50 million boe as defined by an independent third-party report, then
James Bay will be required to issue to D&H an additional 3,000,000 units. The
conditional issuance of the proposed securities to D&H dependant upon achieving
these milestones will, in conjunction with the change of business process, be
placed before James Bay's shareholders for approval at a special meeting.
James Bay has also entered into a contract with Mak Mera Nigeria Limited ("Mak
Mera"), a company formed in Nigeria and controlled by Chief Olorunfemi of
Nigeria, pursuant to which Mak Mera has provided services and expertise to James
Bay in its pursuit of oil and gas projects available in Nigeria. The agreement
with Mak Mera is dated February 1, 2012 (the "Mak Mera Agreement"). The Mak Mera
name is established in Nigeria, and provides a presence and credibility to the
efforts of James Bay in Nigeria in pursuing projects with the government. As an
indigenous oil and gas services provider in Nigeria, Mak Mera can provide James
Bay with traditional oil and gas management services for the projects that it
pursues, and will fulfill the indigenous and local service provider content
required by the laws of Nigeria.
Mak Mera also provides required safety and security services to the Company's
personnel present in Nigeria, and senior management who have made numerous trips
to Nigeria to pursue the oil and gas opportunities over the last 18 months. Mak
Mera can also provide oil field services once exploration and production
activities are commenced, including: (a) drilling, well- site management and
related services; (b) environmental impact assessment services; (c) procure of
tools and equipment; (d) asset and property management services; (e) personnel
management, including the provision of both local and ex-patriot personnel as
required; and (f) logistical services in country, including travel planning,
transportation of personnel and equipment, freight, customs clearing, visa
procurement for ex-patriot staff, and related services. James Bay's obligation
to pay consideration for the services provided by Mak Mera was contingent upon
securing a material project, which would be satisfied by the Project. Mak Mera
is a local company in Nigeria with substantial experience in the service areas
described above. The principal of Mak Mera, Chief Olorunfemi, has also agreed to
act as a director of the Company's Nigerian subsidiary.
Under the Mak Mera Agreement, James Bay has agreed to issue 3,500,000 shares to
Mak Mera, which would be payable upon James Bay securing the Project. These
3,500,000 shares are to be issued upon James Bay receiving all regulatory
approval to hold the direct interest in the Project, including approval from the
DPR in Nigeria and Exchange approval for the Transaction. In addition, as with
the D&H Agreement, if the Project reaches average production rates of 1,500 boe
per day over a 60-day period or a P50 recoverable estimate of at least 50
million boe as defined by an independent third-party report, then James Bay will
be required to issue to Mak Mera an additional 3,000,000 common shares. Mak Mera
has advised James Bay that the shares to be issued under the Mak Mera Agreement
will be directed for issuance to Mak Mera's shareholders. No Mak Mera
shareholder will hold more than 5% of the outstanding shares of James Bay upon
such issuances.
51-101 Report
James Bay has retained Sproule International Limited of Calgary, Alberta, to
prepare the 51-101 report, to follow up the historical oil and gas resource
estimates based on technical work previously completed on the Project after the
discovery. The 51-101 Report dated effective June 30, 2012 has been filed with
the Exchange, and will be made available on SEDAR. In addition, a summary of the
51-101 Report and a full copy of it will be included in the shareholder meeting
materials for the upcoming special meeting of shareholders of James Bay. The
51-101 Report reviews James Bay's plans with regard to re-entering an existing
well on the Project and performing an extended well test for six months. The
anticipated costs for the re-entry, testing up to three separate zones, and a
minimum of a dual completion of the well is estimated at approximately US$12.7
million. James Bay plans to finance this portion of the planned program from an
equity raise of US$7 million to US$10 million, along with local bank financing
in Nigeria. Once the well test is completed, and subject to the resource
assessment received from these production tests, the potential well resources
would be completed and developed through the existing well bore. James Bay would
then propose to drill two offsetting commercial wells in order to drain the
remaining recoverable oil volumes from this formation. The expected cost of
drilling to complete the new offsetting commercial wells required for these
purposes is currently estimated at approximately US$15 million to US$20 million
per well.
Management following Closing of the Transaction
James Bay has, in the time since it commenced its review of various
opportunities in the oil and gas business in Nigeria, retained additional senior
management to assist it in its pursuit of the Nigerian oil and gas
opportunities. It has recently announced the appointment of Adeniyi Olaniyan as
Chief Operating Officer and Country Manager (see press release of June 7, 2012).
Mr. Olaniyan has extensive experience in Nigeria, including considerable time
spent with Shell in its exploration and production efforts in the region.
In addition, James Bay has appointed Knut Sovold to its board of directors (see
press release of March 21, 2012). Mr. Sovold is employed by D&H, and has worked
with James Bay over the past 18 months in pursuing its opportunities in the
sourcing and development of Nigerian oil and gas projects. Mr. Sovold has more
than 20 years experience in the exploration and production business in both the
executive management and technical level. Mr. Sovold also possesses extensive
experience with field evaluations as well as oil and gas operations worldwide,
and has been focusing on opportunities in Nigeria for the past four years. In
addition to joining the James Bay board, Mr. Sovold is a director and the Chief
Executive Officer of James Bay's Nigerian subsidiary James Bay Energy Nigeria
Limited.
The remaining board of directors and senior management of James Bay will
continue following completion of the transaction.
Proposed Financing
James Bay intends to complete a private placement to raise gross proceeds of up
to $10 million, through a best efforts brokered private placement of common
shares. Further details of the proposed financing will be released once a
definitive agreement has been entered following James Bay getting the pending
approvals for its direct interest in the Project. The securities will be subject
to a four-month hold period under applicable securities laws. The closing of the
private placement is subject to the receipt of all necessary regulatory
approvals. The proceeds from the private placement will be used to finance James
Bay's capital expenditure requirements pursuant to the Transaction. The use of
proceeds is subject to change based on the results of the initial work programs
and test well results.
James Bay intends to apply for an exemption from the sponsorship requirements of
the policies of the Exchange based on the private placement financing. However,
there are no assurances that such an exemption shall be obtained.
About James Bay Resources
James Bay is a well-financed Canadian resource company with 28,040,350 shares
outstanding and trades on the TSX Venture Exchange under the symbol "JBR". The
Company is currently pursuing agreements to acquire oil and gas assets with the
objective of becoming a near-term producing company.
Completion of the Transaction is subject to a number of conditions including,
but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange
requirements, majority of minority share approval. The Transaction cannot close
until the required shareholder approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in securities of James Bay
should be considered highly speculative.
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