UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2017
HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
|
001-32490 |
|
87-0400335 |
|
(Commission File Number) |
|
(IRS Employer Identification |
12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(Address of principal executive offices,
including Zip Code)
(713) 353-9400
(Registrant’s telephone number,
including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K may contain express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “future,” “believes,” “estimates,” “predicts,” “pro-forma,” “potential,” “attempt,” “develop,” “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. These factors include, without limitation, our ability to raise additional funding as required to execute our exploration and development program, our dependence on a single exploration asset, our lack of proved reserves, our lack of operating revenue, dependence on joint development partners, the high operating risks of developing oil and gas resources, weather conditions and natural disasters, political conditions in the regions in which we operate or propose to operate, fluctuations in prices of oil and natural gas, the threats of terrorism, and general economic conditions.
You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. The forward-looking statements in this Report represent our views as of the date of this Report.
We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report. Investors should carefully review the risk factors disclosures and other information, including our financial statements and the notes thereto, set forth in the reports and other documents we file with the SEC and available at www.sec.gov.
Item 8.01. Other Events.
On July 12, 2017, Hyperdynamics Corporation, a Delaware corporation (the “Company”), received a letter (the “Extension Letter”) from the Republic of Guinea confirming that a two-year appraisal period will be granted to the consortium of SCS Corporation Ltd. (“SCS”), the Company’s wholly owned subsidiary, and South Atlantic Petroleum (“SAPETRO”) in the event of an oil discovery in the Fatala-1 well. The letter was signed by the Director of ONAP (the Guinean equivalent of the Ministry of Oil) in response to SCS’s request. A translated copy of the Extension Letter is attached hereto as Exhibit 99.1.
On July 17, 2017, the Company issued a press release announcing the granting of the Extension. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Report:
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Letter, dated July 12, 2017, from the Director General of ONAP of the Republic of Guinea granting an extension to the Company’s appraisal rights in the Fatala-1 well. |
|
|
|
|
|
99.2 |
|
Press Release, dated July 18, 2017, announcing the Company’s receipt of an extension to the Company’s appraisal rights in the Fatala-1 well. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
HYPERDYNAMICS CORPORATION | |
|
|
|
|
|
|
|
|
|
Date: July 18, 2017 |
By: |
/s/ Ray Leonard |
|
|
Name: |
Ray Leonard |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
REPUBLIC OF GUINEA
PRESIDENCY OF THE REPUBLIC
National Office of Petroleum (ONAP)
Conakry, July 12Th 2017
N° 00246/PRG/ONAP/DG 17
From the Director General
to
Mr. Ray LEONARD
President Director General
Hyperdynamics Corporation
Subject: Your letter dated July 7th, 2017
Mr. President Director General,
We are following your letter dated July, 2017 expressing your desire to obtain our agreement in principle for the granting of an additional period of two (02) years in the event of an oil discovery to enable you to carry out the work of ‘appraisal.
We understand the spirit of this request to be made after the oil discovery in accordance with the provisions of Article 3 (7) of the Hydrocarbon Production Sharing Contract (PSC)
In the event of an oil discovery at the end of the drilling of the FATALA well, be reassured that our country will have no objection to granting this contract extension.
Wishing you good reception, please accept, Mr. President Director General, the expression of our highest consideration.
Diakaria KOULIBALY
Exhibit 99.2
Hyperdynamics and SAPETRO receive Guinea Government assurance of its consent to the appraisal period
“Drilling well on paper” exercise successfully implemented
PR Newswire
HOUSTON, July 17, 2017
HOUSTON, July 17, 2017 /PRNewswire/ — Hyperdynamics Corporation (OTCQX: HDYN) (“the Company”) today announced that it has received a letter from the Government of Guinea confirming that a two-year appraisal period will be granted to the consortium of SCS Corporation Ltd. (“SCS”), a wholly owned subsidiary of HDYN, and South Atlantic Petroleum (“SAPETRO”) in the event of an oil discovery in the Fatala-1 well. The letter was signed by the Director of ONAP (Guinean equivalent of the Ministry of Oil) Diakaria Koulibaly in response to the official request sent by SCS Corporation Ltd., for the two-year appraisal period.
The letter has been issued following the bi-annual Management Meeting held in Conakry on July 12. It was followed by the “drilling well on paper” exercise held July 14-15 in Conakry by SCS Corporation with all the subcontractors and suppliers before the Fatala-1 well is to be spudded in the first few days of August.
The Director of ONAP expressed his satisfaction with the level of preparedness of Hyperdynamics, its project partner SAPETRO and of all the contractors.
“We are very pleased with the level of preparation for the drilling of Fatala-1 and with the performance of the contractors. All the elements are coming together nicely for the imminent spudding of the Fatala-1 well,” said Ray Leonard, Hyperdynamics’ President and Chief Executive Officer.
“Should the Fatala-1 well result in an oil discovery we will be ready to move to the Bamboo prospect and other targets during the appraisal period,” explained Mr. Leonard.
About Hyperdynamics
Hyperdynamics is an emerging independent oil and gas exploration company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. To find out more, visit our website at www.hyperdynamics.com.
About SAPETRO
SAPETRO is an African focused privately held oil & gas exploration, production and investments company with portfolio of high-quality assets in West and East Africa. To find more about SAPETRO, visit their website at www.sapetro.com
Forward Looking Statements
This News Release contains “forward-looking statements” within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as “may,” “will,” “expect,” “plan,” “project,” “anticipate,” “estimate,” “believe,” or “ think.” Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. We assume no duty to update or revise our forward-looking statements based on changes in plans or expectations or otherwise.
Contacts:
Ray Leonard
President and Chief Executive Officer
713-353-9445
Anne Pearson / Jack Lascar
Dennard-Lascar Associates
713-529-6600
View original content:http://www.prnewswire.com/news-releases/hyperdynamics-and-sapetro-receive-guinea-government-assurance-of-its-consent-to-the-appraisal-period-300488984.html
SOURCE Hyperdynamics
Copyright © 2017 PR Newswire. All Rights Reserved
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.