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NEWS:
ONA EXPLORATION INC. TO COMPLETE PREVIOUSLY ANNOUNCED TRANSACTIONS AND LIST ON CNQ
Vancouver, British Columbia 21 June 2006, 06:30am PST
Ona Exploration Inc. (the “Company” or “Ona”) is committed to carry out the acquisitions of the North Sumatra Power Plant Project and the Dutch Oil Wells Project in Indonesia.
In order to facilitate the acquisitions, the Company has applied and has been accepted for listing on the Canadian Trading and Quotation System (CNQ) and has applied for delisting from the TSX Venture Exchange (TSX-V). Requirements imposed under the TSX-V policies were not acceptable to the vendors of the two projects, including sponsorship, and therefore the Company decided to seek a listing on the CNQ where the requirements related to acquisitions are less onerous.
The Company’s common shares will commence trading on the CNQ under the symbol OEIX at the market opening on Wednesday, June 21, 2006. The Company’s delisting from the TSX-V will be effective at the close of business on Wednesday, June 21, 2006. The Company will thereafter close the acquisitions described below.
The following is a description of the projects being acquired by the Company:
North Sumatra Power Plant Project
By Letter of Intent January 2006, the Company agreed to acquire from a related private Canadian company, Can Power Corporation (CPC), its interest in a 3 x 35 MW coal fired power plant in Medan, North Sumatra. Ona will issue 1,000,000 shares to CPC in conjunction with this transaction. CPC will assign to Ona its 51% controlling interest in a joint venture agreement with PT Cahaya Sakti (“PTCS”) of Medan, Indonesia on January 16, 2006 in consideration for 1,000,000 shares of the Company. Under the joint venture, a 3 x 35 MW coal fired power plant will be constructed in Medan, North Sumatra.
Apart from CPC, whose 51% interest in the joint venture would be acquired by the Company, the parties to the joint venture are: PTCS as to 30%; and Pluto Vision as Inc. to 19%.
PTCS has all of the major approvals and documents in place for the Project, including the Power Purchase Agreement (PPA), Long Term Fuel Supply Agreement, and Environmental Permits.
SNC Lavalin (“SNC”) have conducted a review of all technical work performed by PTCS and Peresero Listrik Negara (“PLN”), the national utility company in Indonesia. The Company intends to engage a turnkey contractor from China to develop and construct the power plant including start up and operation.
In addition, PTCS's wholly owned subsidiary, PT Turbindo (“PTT”), has a large coal mine concession covering 22,500 hectares. The deposit contains an estimated 200 million tonnes of coal rated at 4,500 to 5,200 kilocal per kilogram (kcal/kg) . The deposit located in Palembang, Southern Sumatra, Indonesia is ready to be exploited and will guarantee the fuel supply for the proposed power plant under a long-term contract. The general terms of the PPA are as follows:
• The term of electrical power sales is for 20 years. The electrical power, amounting to 438,000,000 kilowatts per hour (kW-hr) per annum is to supply the Medan Industrial Estate.
• The sale price of electricity is approximately US$0.05/kW-hr for the first year through to the third year; thereafter; it will be increased by 2% per annum for the minimum contract amount.
• The sale price for electrical power in excess of the minimum amount contracted is approximately US$0.04775/kW-hr; thereafter, it will be increased by 2% per annum.
The estimated capital cost of the power plant is about US$110 million. The financing will be negotiated and arranged through PT Credinvest International Indonesia (“PTCII”) with “AAA” Banks - Islamic Development Bank (“IDB”) / Islamic Corporation for the Development of the Private Sectors (“ICD”) – Jeddah, Saudia Arabia who will provide the remainder of the project value in an 30%/70% Equity/Debt ratio.
The loan facility would include an equity position with the following conditions:
Total Project Cost:
US$ 110 million
Condition for Eligibility:
30% equity and 70% debt
Total Financing Amount:
Up to US$ 77 million
ICD Contribution:
Up to US$ 15 million, of which up to US$ 5 million would in the form of equity and US$ 10 million debt (the debt and equity percentage will be subject to ICD Board approval)
Other IDB Group:
Up to US$ 30 million
Outside Syndication:
US$ 37 million or more, will be syndicated on a best efforts basis
Financing Period:
Up to 9 years (including 2 years grace period)
Grace Period:
Up to 2 years starting from the effective date of the financing agreements. During the grace period, all disbursements under this facility would be capitalized to the end of the grace period
Repayment Period:
7 years. The principal repayment period would start after the end of the grace period
Put Option:
Should the proposed repayment period not be acceptable, the ICD may structure the repayment period in two tranches: 4+3 or a 5+2 with a put option at the end of the first tranche. In this regard, the ICD would have the right to renew the financing period for another period of agreed upon years subject to the satisfaction of the financiers of the repayment record of the Borrower and the prevailing market conditions
Disbursements:
This financing facility would be available for draw down in the form of disbursements. Each disbursement would be for an amount not less than US$ 2 million.
Installments:
Starts 6 months after the first disbursement, with six monthly payments of interest until end of grace period. After the grace period, the installments will be calculated on a 6 months basis payable in arrears, with each installment consisting of part of the principal plus interest calculated on 6 (six) months LIBOR plus 3% per annum calculated on the outstanding principal
Administrative Fee:
An administrative flat fee of 0.25% per annum on the financing facility payable as to 50% up-front before due diligence. In case of non-approval by the Board of ICD, the up-front payment would be reimbursed to the Borrower less actual expenses
Arrangement Fee:
0.75% flat fee payable upon signing the financing agreement
Operation and Maintenance:
The Borrower would be responsible for the operation and maintenance of the power plant during the financing period
Insurance:
The Borrower must insure the equipment with an acceptable insurance company. The ICD would be named as the insured and/or Loss Payee
The 30% equity portion of the project cost or approximately US$ 33 million would be funded as follows: the Company, on behalf of the joint venture company, would be required to raise and contribute US$ 6 million, ICD would provide US$ 5 million, and the balance of US$ 22 million or 20% would be funded by coal in kind (approximately 1.5 million tonnes) from PTT. Under the financing arrangement proposed by IDB/ICD, the only financial obligation of the Company would to provide an equity payment of US$ 6 million.
Under the terms of the financing facility offered by IDB and ICD, the power plant project would be leased to the joint venture company until the principal and interest was repaid in full, at which time ownership would be transferred to the joint venture company.
The value of the 3 x 35 MW coal-fired power plant project, as measured by the total installed cost, is US$ 110 million, and the anticipated revenue for the base year is about US$ 37 million as stated in the SNC report. The net income for the Company for the base year is estimated to be about US$ 16 million. A foreign investment company called PT Cahaya Ona Power is incorporated as the joint venture company to carry out this project in Indonesia with Ona Power and Energy Corporation, a wholly owned subsidiary of Ona Exploration Inc.
Dutch Oil Wells Project
In December 2005, the Company entered into a letter of intent with CPC, whereby CPC has agreed to assign its interest in a joint venture agreement to rework and develop an historic oil field, in South Sumatra, Indonesia. Effective January 12, 2006 a definitive agreement was reached and as consideration for the acquisition the Company reimbursed CPC $393,000 in expenses incurred by CPC. A report dated March 27, 2006 was prepared by Chapman Petroleum Engineering Ltd. of Calgary, in accordance with National Instrument 51-101.
CPC’s interest consists of a joint venture agreement dated November 30, 2005 between CPC and PT. Petro Muba (“PTPM”) for the exploitation of approximately 300 abandoned wells (the “Dutch Oil Wells Project”) situated in South Sumatra. The 75% CPC and 25% PTPM joint venture is in consideration for CPC contributing US$100,000 plus all reasonable expenses of the joint venture in obtaining approvals from the Indonesian government, and/or BP Migas and/or Pertamina.
Following the Chapman report, which served as preliminary due diligence to develop the Dutch Oil Wells project, the Company has engaged independent qualified persons Dr. Victor Childs, a geologist from the UK, and Douglas Coulombe, P. Eng. a petroleum engineer, of Calco Geological & Engineering from Calgary, Alberta, Canada (the "team"). The team is working to verify the amount of original oil in place through the purchase and study of additional well data and logs from PT. Patra Nusa Data, a subsidiary of PT. Pertamina, the National Company of Indonesia for the Keluang oil field. The Company has purchased additional data selected by the team from PT. Patra Nusa Data. The data will be used in conjunction with the application of the latest technology and enhanced recovery techniques and to assist in planning the re-entry of numerous untested wells, which would include horizontal drilling to increase production rates and ultimate recoveries. A more representative estimate of the recoverable reserves can be established based on the acquired data.
The team will prepare a new 51-101 report containing the substantiation of additional data on more of existing oil wells to verify the Chapman report. The resulting recoverable reserves will be based on modern technologies of recoveries will be prepared. The new report will also prioritize the wells to be reworked and at the same time the team is preparing a working program to engage Sinopec to rework these oil wells. The report is expected to be available in about one month.
The team plans to concentrate initially on the Keluang Oil Field. The Keluang Oil Field was discovered by Royal Dutch/Shell in 1900 and produces oil from middle Miocene sandstones. Of the 57 existing wells with known data, 44 are classified as production wells. Currently, through primitive efforts by the local farmers, 15 wells are still producing a total of 75 barrels of oil per day from natural flows to surface.
The parties agreed on a strategy based on the belief with the application of modern technology, including horizontal drilling, enhanced recovery techniques and re-entry of numerous untested wells, the production rates and ultimate recoveries could be significantly increased. A foreign investment company called PT Muba Ona Oil is incorporated as the joint venture company to carry out this project in Indonesia.
ON BEHALF OF THE BOARD OF DIRECTORS
“John F. Wong”
John F. Wong, P.Eng.
President |
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