"Deed of Variation of Share Purchase Agreement
with Centre Energy Petroleum (CEP)
Following further discussions and consultations with potential major investors, Enhanced Oil & Gas
Recovery Limited (EOR or the Company) and the shareholders of CEP have agreed to a revised
terms for the consideration to be provided by EOR for the acquisition of CEP.
The Company has agreed to acquire the entire issued share capital of CEP for $5 million, calculated
on the basis of AUD0.02 per existing EOR share. The shares in EOR are to be issued to the CEP
shareholders at completion, which is conditioned on, and will occur concurrently with the
completion of the prospectus fundraising and the Company satisfying the requirements of chapters
1 and 2 of the ASX listing rules.
In the event that the existing share capital of EOR is consolidated in the context of the Company’s
re-compliance with chapters 1 and 2 of the ASX listing rules, the shares to be issued to the CEP
shareholders will also be made on a consolidated basis.
Following the revised terms, the issue of performance based or Earn Out Shares mentioned in the
announcement on 1 December 2015 is no longer applicable.
The changes are reflected in the revised Transaction-based Comparison Table below.
Method of Calculation
Total Consolidated Assets ($'000) 1,214 5,000 6,214 412%
Change attributed to prospectus issue 6,214 4,000 10,214 64%
Total Equity Interest ($'000) 653 5,000 5,653 766%
Change attributed to prospectus issue 5,653 4,000 9,653 71%
- 1,900 1,900 N/A
Total Securities on Issue
Upon consolidation (new shares) 279,550,741 83,333,333 362,884,074 30%
Change attributed to prospectus issue 362,884,074 190,476,190 553,360,264 52%
Percentage
change due to
transaction
Project/Exploration Expenditure for next
year ($'000)
From latest audited
figures/Before
transaction
Actual/Projected
Increase/Decrease
due to transaction
B +/- C C/B
Particulars Before transaction Increase/Decrease
due to transaction
After
transaction
Transaction-based Comparison Table
A B C D E
2
Method of Calculation
A B C D E
Percentage
change due to
transaction
From latest audited
figures/Before
transaction
Actual/Projected
Increase/Decrease
due to transaction
B +/- C C/B
Particulars Before transaction Increase/Decrease
due to transaction
After
transaction
Market Capitalisation ($'000)
2,869
5,871 5,000 10,871 85%
Change attributed to prospectus issue 10,871 4,000 14,871 37%
Market Price (per share)
Current (30/11/2015) $ 0.007
Shares consolidation at 3:1 $ 0.021 $ 0.021 $ 0.021
Notes:
1. Latest audited figures are of 30 June 2015 financial reports adjusted for subsequent quarter period movements.
2. Scenario "Before transaction" includes raising pre-listing capital of $700,000 at current market price of $0.007.
3. Acquisition 100% of CEP for total consideration of $5,000,000 by issue of equivalent pre-consolidated EOR shares at
nominal value of $0.02 (equivalent 250 million shares before share consolidation).
4. Consolidation ratio (existing shares:new share) 3:1 to arrive at minimum listing price of $0.02 or higher.
5. "All securities" refers to all quoted and unquoted shares.
6. Prospectus fundraising of $4,000,000 as working capital and project development funding
EOR Price at posting:
0.9¢ Sentiment: None Disclosure: Held
