1011709 B.C. Ltd. Announces Proposal To Acquire CPS Energy Resources PLC
ACCESS Newswire
Vancouver, BC / ACCESSWIRE / January 13, 2015 / 1011709 B.C. Ltd. ("BC1011709") is pleased to announce that it is negotiating the terms of a share exchange transaction with CPS Energy Resources plc ("CPS") to acquire 100% of the issued and outstanding capital stock of CPS (the "Share Acquisition") in consideration for $2,000,000 CAD, payable in full by the issuance of 750,000 Class A common shares of BC1011709, at a deemed issue price of $0.02 per share, to the shareholders of CPS and by the issuance of $1,985,000 in secured convertible debentures to the shareholders of CPS with an annual compounded interest rate of 8%. Each convertible debenture is proposed to have a term of three years and to be convertible at the election of the debenture holder (without interest) into Class A common shares of BC1011709 at a price of $0.02 per share. Upon the proposed conversion of the convertible debentures into common stock of BC1011709 resulting in more than 50% of the issued and outstanding common stock of BC1011709, BC1011709 shall hold a special meeting of its shareholders to approve the terms of the Share Acquisition.
The Share Acquisition is subject to a number of conditions including, but not limited to, the receipt of CPS board and shareholder approval, and the receipt by BC1011709 of a valuation report and an oil and gas report compliant with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.
In connection with the share exchange transaction, BC1011709 has appointed the directors listed in this press release under the heading "About the Resulting Issuer." Mr. Richard Shatto has resigned as a director of BC1011709 but retains his position as President. Further details on the Share Acquisition will be announced in due course.
About BC1011709
BC1011709 was incorporated as "1011709 B.C. Ltd." pursuant to the Business Corporations Act (British Columbia) on August 24, 2014, as a wholly-owned subsidiary of Haltain Developments Corp., with which it recently completed a plan of arrangement to become a reporting issuer in the provinces of British Columbia and Alberta.
About CPS
CPS is an upstream energy company active in sub-Saharan Africa. Partnering with Nigeria's largest indigenous oil company, Oando plc, CPS's immediate strategy is to explore, develop, and produce gas from an oil and gas block in Nigeria, and in the longer term to advance similar opportunities throughout sub-Saharan Africa.
About the Resulting Issuer
It is anticipated that the resulting issuer would carry on the current business of CPS and have the following directors and officers:
Bernard Sumner, Director: Mr. Sumner is a chartered accountant with over 20 years' experience in UK and Canadian banking, following which he set up his own financial services consultancy. Mr. Sumner is also a chartered Company Secretary.
Shola Adeniran, Chief Executive Officer and Director: Mr. Adeniran has significant experience in the extraction industry in sub-Saharan Africa, including as director and investor in Perfruor Ventures and investor in Savannah Mining, both focused on western sub-Saharan Africa.
Previous to that, Mr. Adeniran held senior positions in the PR and media industry with a special focus on the oil and gas industries. Mr. Adeniran is also a non-executive director of Perfruor Ventures Ltd., a company registered in England, United Kingdom. Mr. Adeniran is employed in the business full time under a service agreement and his responsibility is to execute the Board's agreed strategy and lead investor relations.
Matthew Rocksborough-Smith, Chairman: Mr. Rocksborough-Smith brings a wealth of experience in investment banking and corporate finance as well as operational experience of start-up businesses, in the UK, Middle East, and Far East. Since 2007, Mr. Rocksborough-Smith has headed up the London office of Brookwood Capital Corporation, an investment banking firm focused on Africa, the Middle East, and South Asia. Mr. Rocksborough-Smith will be a non-executive director and will sit on the Audit Committee. He intends to devote 1-2 days per month to the resulting issuer's affairs.
Maurice Eaton, COO and Director: Mr. Eaton has 30 years' operational experience of the oil and gas industry. Between 2007 and 2013, Mr. Eaton was Director of Group Operations for Northern Petroleum, a company listed on the London Stock Exchange, where his responsibilities included managing exploration and drilling in Italy, the Netherlands, and the United Kingdom, and the operation of five onshore gas fields. Prior to that, he held senior operational roles in several global oil businesses.
Mr. Eaton read Chemical Engineering at Imperial College from which he graduated with an MSc in Petroleum Engineering in 1985. Mr. Eaton is employed in the business full time under a service agreement and he is responsible to the Board for all operations.
Mr. Holt, Director, is an IT technician with a background in foreign exchange trading and experience in systems analysis, IT architecture and implementation, all aspects of screen trading and execution, and development of internal risk management models. Since 2009, Mr. Holt has been in charge of all aspects of providing trading systems and IT architecture as well as a trading systems analyst responsible for systems and IT architecture for several companies.
Reader Advisory
Completion of the Share Acquisition is subject to a number of conditions, including CPS shareholder approval. Where applicable, the Share Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Share Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Share Acquisition, any information released or received with respect to the Share Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a startup company should be considered highly speculative.
No stock exchange has passed upon the merits of the proposed Share Acquisition and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Information Advisory
This press release contains "forward-looking information", which is disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action. In particular, the forward-looking information in this press release includes information regarding the following the terms of the Share Acquisition; the completion of the Share Acquisition; the composition of the resulting issuer's board and management and the resulting issuer's business.Actual results may vary from the forward-looking information in this press release. Material risk factors that could cause actual results to differ materially from the forward-looking information include the following:that the parties are unable to negotiate the final terms of, and execute, the definitive agreement in respect of the Share Acquisition; that the parties do not obtain shareholder approval of the Share Acquisition;that the proposed directors and officers of the resulting issuer are unable to serve as directors and officers of the resulting issuer; and the resulting issuer cannot realize its business objectives and its properties do not become producing oil and gas properties. The material factors or assumptions that were used to develop the forward-looking information in this press release include the following: that the parties are able to complete the Share Acquisition;that the parties obtain shareholder approval of the Share Acquisition; that the proposed directors and officers of the resulting issuer are able to serve as directors and officers of the resulting issuer; and the resulting issuer can achieve its objective of becoming a producing oil and gas issuer.
BC1011709's views regarding possible events, conditions or financial performance may change. However, BC1011709 does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.
Further Information
For further information, please contact:
Richard Shatto President Telephone: (604) 807-6334
