Friday, December 23, 2011
Friday, December 23, 2011
CALGARY, Aberta Dec. 22/11 (ACCESSWIRE-TNW via COMTEX) – Pennine Petroleum Corporation (PNN on TSX.V) (the “Company”) is pleased to announce it has entered into a letter of intent (“Letter of Intent”) dated December 16, 2011 with NPT Oil Corporation (“NPT”) in respect to the proposed acquisition by the Company of all data, deposits and license applications held by NPT or its subsidiaries on the Blake Plateau in the northern territorial waters of the Commonwealth of the Bahamas.
The Letter of Intent contemplates that the Company will, subject to acceptance by the TSX Venture Exchange (the “Exchange”) and meeting other regulatory requirements, issue a total of 40,000,000 Units, each Unit comprising 1 common share at a deemed price of Cdn$0.05 per common share and 1 common share purchase warrant with an exercise price of Cdn $0.10 per warrant, exercisable within a 2 year period from closing of the transaction, in exchange for all data, deposits and license applications held by NPT and its subsidiaries on the Blake Plateau in the northern territorial waters of the Commonwealth of Bahamas. The subsidiaries of NPT have applied for the licensing of Petroleum and Natural Gas rights over 6,101,036 acres on the Blake Plateau. If all these licenses are awarded, a maximum of an additional 61,010,360 common shares will be issued, subject to Exchange acceptance, at the then market price pari passu. It is intended that this acquisition will constitute a Reverse Takeover Transaction of the Company in accordance with Policy 2.4 of the Exchange.
NPT has offshore Seismic data with a licensed, third party evaluation of US$1,207,500, and has on deposit, through its subsidiaries, prepaid fees for License application US$720,000 to the Commonwealth of Bahamas; an Environmental Impact Assessment in support of the License application of US$50,000, as well as additional geological and geophysical data for a total value of US$2,000,000. Each license granted would have an initial term of three (3) years with one option to renew for another three-year term. After the second renewal term, the licenses could be renewed for two more three-year terms at the discretion of the Bahamian Government as to all or a portion of the licensed area.
A National Instrument 51-101 technical report will be provided in relation to the NPT Bahamas offshore assets. Upon its receipt and acceptance by the TSX Venture, the Company will issue a press release announcing the detailed information from the technical report.
The Letter of Intent also contemplates, as a condition of closing of the acquisition, that the Company will raise, concurrently with the closing of the Cdn$1,250,000 (the “Offering”) by way of a brokered private placement of Units, each Unit comprising 1 common share at $0.05 and a common share purchase warrant exercisable at Cdn$0.10 for a 2 year period from closing of the transaction.
The proposed Reverse Takeover will be at arm’s length, and will require approval by the majority of the shareholders of the Company. Information on the Reverse Takeover Transaction, NPT and the resulting issuer will be included in a Filing Statement to be filed on SEDAR.
It is proposed that upon completion of the Reverse Takeover, a new board of directors will be appointed or elected. The new board will consist of at least 5 directors, three of whom will be nominees of NPT and two will be nominees of the Company
The Company anticipates that the proposed transaction will require sponsorship pursuant to the requirements of the Exchange Policy 2.2 and it will arrange for sponsorship to be provided by an appropriate firm in accordance with Exchange Policy 2.2.
Trading in the shares of the Company will be halted until such time as all required documentation is filed with the Exchange.
Upon completion of the Reverse Takeover Transaction, the Company will be classified as an Oil and Gas Issuer on the Exchange.
Further information on the transaction, including detailed information on the technical reports, the private placement, new directors and officers, and the sponsor will be disclosed in a subsequent news release.
In conjunction with the Reverse Takeover Transaction, the Company will undergo a name change to better reflect the new business direction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.