23rd May 2013 13:26
For Immediate Release 23 May 2013
LENI GAS AND OIL PLC
("LGO" or the "Company")
Update on Maxim Joint Venture Agreement in Trinidad
LGO today announces that, further to its announcement on 14 March 2013 concerning a non-binding Heads of Agreement ("HOA") with Maxim Resources Inc. ("Maxim"), who are listed on the TSX Venture Exchange in Toronto, ("TSX-V") the TSX-V has now released the hold on Maxim shares and Maxim have issued a further press release.
The full text of Maxim's press release is appended for information.
The terms of the HOA have not been amended in any way and this represents additional clarification of the terms that have already been agreed between the Company and Maxim.
Competent Person's Statement:
The information contained in this announcement has been reviewed and approved by Neil Ritson, Chief Executive Officer and Director for Leni Gas & Oil Plc, who has over 35 years of relevant experience in the oil industry. Mr. Ritson is a member of the Society of Petroleum Engineers, an Active Member of the American Association of Petroleum Geologists and is a Fellow of the Geological Society of London.
Enquiries:
Leni Gas & Oil plc
David Lenigas Neil Ritson | +44 (0)20 7440 0645 |
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Beaumont Cornish Limited
Nomad and Joint Broker Rosalind Hill Abrahams Roland Cornish | +44(0) 20 7628 3396 |
Old Park Lane Capital Plc
Joint Broker Michael Parnes Luca Tenuta | +44(0) 20 7493 8188 |
Shore Capital
Joint Broker +44 (0) 20 7408 4090
Pascal Keane
Jerry Keen (Corporate Broking)
Pelham Bell Pottinger
Financial PR Mark Antelme | +44 (0) 20 7861 3232 |
Henry Lerwill |
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Maxim Resources announces details on JV Agreement with LGO
Toronto, Ontario - May 22, 2013 - Maxim Resources Inc. ("Maxim" or the "Company") (TSX V: MXM Frankfurt: MSH OTCBB: MXMSF) announces, further to its press release of March 14, 2013 and in accordance with the requirements of the TSX Venture Exchange (the "TSXV"), additional details with respect to the non-binding heads of agreement entered into between the Company and Leni Gas & Oil plc ("LGO") in connection with a proposed transaction (the "Proposed Transaction") whereby Maxim and LGO will work together to jointly pursue oilfield development opportunities in the Republic of Trinidad and Tobago ("Trinidad").
The terms of the Proposed Transaction consist of:
(a) a cash payment of Cdn$75,000 by LGO to Maxim upon the execution of the definitive heads of agreement
(b) the issuance by LGO to Maxim, on the Closing Date, of that number of free-trading ordinary shares in the capital of LGO (each, a "LGO Share") equal to a value of Cdn$1,925,000, with the price per LGO Share being equal to the closing mid-market price of the LGO Shares on the trading date immediately preceding the closing date (the "Closing Date") or a cash payment of Cdn$1,925,000 at LGO's election.
(c) the issuance by Maxim to LGO of that number of common shares in the capital of Maxim (each, a "Maxim Share") which would result in LGO holding beneficial ownership or control and direction (directly or indirectly) of approximately forty-nine (49%) of the issued and outstanding Maxim Shares (currently estimated to be approximately 30,000,000 Maxim Shares at a deemed price of $0.0833 per Maxim Share, 24,000,000 Maxim Shares to be issued on the Closing Date and 6,000,000 Maxim Shares to be issued following completion of the transactions contemplated under paragraph (d) below, taking into consideration the conversion of certain debts of Maxim owing to three non-arm's length parties in the aggregate amount of $300,000 and these amounts may be converted at the election of such parties in whole or in part into Maxim Shares, with the result that if this entire amount is converted into Maxim Shares, 6,000,000 Maxim Shares will be issued at a deemed price of $0.05 per Maxim Share ("Shares for Debt"), subject to the receipt of shareholder approval and the approval of the TSXV; and
(d) the issuance by LGO to Maxim, should Maxim gain effective control of the South Erin Field through Jasmin Oil and Gas Limited ("Jasmin"), of that number of LGO Shares equal to a value of Cdn$500,000, with the price per LGO Share being equal to the closing mid-market price of the LGO Shares on the trading date immediately preceding the date of issuance, or a cash payment of Cdn$500,000 at LGO's election. This will then bring the total invested by LGO into Maxim to Cdn$2.5 million. In addition, should Maxim gain effective control of the South Erin Block, LGO has agreed to provide Cdn$5 million to a work program on the Jasmin Oilfield and shall earn a direct working interest of not less than 50% of the South Erin Oilfield (the "Joint Venture") on terms to be agreed between the parties, subject to the approval of the TSXV in accordance with its policies, the approval by the shareholders of Maxim, along with any required regulatory approval of the Petroleum Company of Trinidad and Tobago. LGO will assume operatorship of the work program. Once the definitive terms of the JV have been agreed to between LGO and Maxim, Maxim will issue a further release announcing the material terms of the JV.
Maxim has obtained the TSXV conditional approval in connection with the transactions referred to both paragraph (b) and (c) above subject to meeting the filing of closing documents with the TSXV and obtaining the requisite level of shareholder approval. Maxim has filed a notice of meeting and will be holding its annual and special shareholders' meeting on July 10, 2013 to approve the Proposed Transaction and the Shares for Debt.
As disclosed in Maxim's press release dated March 14, 2013, Maxim and LGO agreed that LGO shall have the right to nominate two (2) directors to the board of directors of Maxim. The parties have subsequently agreed in principal that this right shall be exercisable within 12 months from the closing date of the Proposed Transaction as LGO does not intend to make these nominations at the time of closing the Proposed Transaction.
In connection with the LGO Shares issuable to Maxim pursuant to paragraphs (b) (assuming that LGO elects to issue LGO Shares to Maxim) and (c) above, Maxim shall deposit such LGO Shares with a duly licensed broker in the United Kingdom and Maxim shall proceed to sell all of the LGO Shares issuable to Maxim under the terms of the Proposed Transaction through this broker within 90 days from the date of issuance.
Maxim currently has 24,000,491 Maxim Shares issued and outstanding and at the completion of the Proposed Transaction and the Shares for Debt, the total issued and outstanding Maxim shares will be up to 60,000,491 with (i) up to 6,000,000 Maxim Shares being issued pursuant to the Shares for Debt and (ii) 30,000,000 being issued to LGO pursuant to the Proposed Transaction.
LGO is a company listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). LGO is an international oil and gas exploration, development and production company incorporated in England and Wales and headquartered in London, England. LGO has assets in Spain and Trinidad, and its main operations are located in Trinidad and Spain.
LGO's board of directors is comprised of David Lenigas (Executive Chairman), Neil Ritson (Chief Executive Officer) and Steve Horton (non-executive director). Currently, no single shareholder of LGO holds, directly or indirectly, more than 20% of LGO's outstanding shares. David Lenigas currently holds approximately 8.17% of LGO's issued and outstanding shares and TD Direct Investing Nominees (Europe) Limited currently holds approximately 12.48% of LGO's issued and outstanding shares.
LGO currently has approximately 1,877,750,000,000 shares outstanding and listed for trading on AIM. LGO's shares are currently trading at a price of 1.20 Pence Sterling ("GBP"), with a twenty-day volume weighted average share price of 1.088 GBP.
Further information with respect to LGO, including its most recent annual report, can be found on LGO's website at www.lenigasandoil.com.
Maxim also announces that Tim Bokenfohr, a director since September 17, 2007 has resigned from the board of directors of Maxim effective March 4, 2013. Accordingly, Maxim currently has four (4) directors on its board of directors.
The Proposed Transaction is subject to customary due diligence by the parties, the successful negotiation and execution of definitive agreements between the parties, and the receipt by each of Maxim and LGO of all requisite shareholder and regulatory approvals, including without limitation the approval of the TSX Venture Exchange.
About Maxim
Maxim is a junior oil and gas production and exploration company based in Vancouver, Canada. Maxim presently holds, through New Scotland Oil and Gas Limited, a 69% Net Revenue Interest in exploration and production of Jasmin within the South Erin Block, which cover 1,350 acres. After payout of the investment to Maxim, the Net Revenue Interest will reduce to 41%. Jasmin has drilled 5 wells to date and the exploration licenses for this Block allow for up to a further 42 wells to be drilled.
On behalf of the Board
Arthur Brown
President and CEO
Related Shares:
CERP.L