The sale of the two projects will be implemented by Odyssey selling one of its wholly owned US subsidiaries to Marion.

At Helper in Utah, Marion will have a 100% working interest in the project including the newly discovered Morrison Formation, which was recently placed on production at a rate of 1.5 million cubic feet per day.

Marion will also have 100% working interest in most of the Jester Blommington project in Oklahoma.

As a result of the transaction, Marion's 2P (proven, probable) gas reserve base will increase by 10% to about 319 billion cubic feet, Marion said.

Marion also said the acquisition will strengthen its strategic portfolio of US gas development assets and represent an attractive footprint in Utah and Oklahoma.

"This is an excellent result for Marion. On a fully diluted basis, we have been able to increase our reserve base by 10 percent, but with only a seven percent increase in shares," Marion chief executive Jeff Clarke said.

"Importantly for Marion, we will now have a 100 percent interest in the Helper project, which has a significant potential to deliver a large increase in reserves, and shareholder value following our recent new discovery in the Morrison Formation," he said.

Odyssey said the sale would provide the company with continued exposure from the Helper and Jester-Bloomington projects and reduce its requirements for working capital, as Marion would be the operator.

"The sale will also allow the company to focus on evaluating the merits of its new 1000-acre gas and associated oil exploration project in Oklahoma where it has a 50 percent working interest," Odyssey managing director Mark O'Clery said.

The agreement is subject to approval by Odyssey shareholders and is expected to be settled in September.