L.G.R. Resources Ltd. (CNQ: MHPT)
VANCOUVER, Jan. 15 /CNW/ - L.G.R. Resources Ltd. (the "Company") is
pleased to announce that it has now entered into a definitive agreement (the
"Agreement") with Stream Oil & Gas Ltd. ("Stream") for the acquisition, by way
of share exchange, of all the issued and outstanding shares of Stream as
previously announced on June 19, August 16 and December 27, 2007 (the
The Agreement provides that the Company will purchase from the
shareholders of Stream all of the issued and outstanding shares in the capital
of Stream, being a total of 33,278,010 shares (the "Stream Shares"), on the
basis of one post-consolidated common share of the Company (a "New LGR Share")
for every one Stream Share.
It is also a requirement of the Agreement that prior to closing the
Company effect the cancellation of 15,000,000 pre-consolidated escrowed shares
of the Company (the "Escrow Cancellation") and consolidate its issued capital
on a four old shares for one new share basis (the "Consolidation"). There are
currently 36,609,325 common shares of the Company outstanding, of which
approximately 5,402,331 post-consolidated shares will be issued following the
Escrow Cancellation and Consolidation. After giving effect to the issuance of
33,278,010 New LGR Shares to the shareholders of Stream in exchange for the
Stream Shares pursuant to the Business Combination there will be approximately
38,680,341 post-consolidated shares of the Company outstanding.
In addition, the Company has agreed to issue new warrants ("LGR
Warrants") to the holders of existing Stream warrants (the "Stream Warrants")
entitling such holders to acquire an equal number of New LGR Shares at the
same prices as the existing Stream Warrants. The Company is advised by Stream
that there are rights under currently outstanding Stream Warrants to purchase
up to a total of 5,380,705 Stream Shares at prices of $1.50 and $1.75 per
share on or before August 9, 2009.
The Company has also agreed to loan up to US$1,000,000 to Stream (the
"Stream Loan") to fund, among other things, the evaluation and development of
Stream's oil and gas properties and for general working capital purposes. The
Stream Loan will bear interest at 10% per annum and be repayable within one
year from the date of funding, unless the Business Combination is not
completed in which event the Stream Loan will be repayable on terms to be
negotiated between the Company and Stream prior to funding.
Upon closing of the Agreement, all but one of the four existing directors
and officers of the Company will resign and be replaced by representatives of
Stream although it is anticipated that each such director and officer will
continue with the Company in a consulting role and receive a two year stock
option to purchase up to 100,000 New LGR Shares at a price of $1.50 per share.
The name of the Company will also be changed to a name designated by Stream.
The Business Combination is subject to applicable regulatory and
shareholder approvals and other closing conditions customary for transactions
of this nature. The Company intends to call a special meeting of its
shareholders for March 11, 2008 to approve the Consolidation and Business
Combination with a view to completing the Agreement on or before March 17,
2008. An information circular describing the Business Combination and the
Agreement in detail (the "Information Circular") is expected to be mailed out
to the Company's shareholder in mid-February, 2008.
Stream is a private Cayman Islands company that has entered into
4 separate agreements (the "Petroleum Agreements") with Albpetrol Sh.A, the
state oil and gas company of Albania, for the development and production of
three producing oil fields, being the Cakran-Mollaj, Ballsh-Hekal and
Gorisht-Kocul fields, and one producing gas field, being the Delvana field, in
Albania. The first phase of each Petroleum Agreement consists of an evaluation
period, which is 18 months for the oil fields and 24 months for the gas field,
during which phase Stream is required to conduct certain work with a minimum
expenditure in each field, totalling US$4,800,000 in the aggregate. The
Company is advised by Stream that a letter of credit for entire US4,800,000
has been posted by Stream as security for such expenditures. Under the terms
of the Petroleum Agreements Stream is entitled to a share of the current
baseline production and to all incremental production in excess of the current
baseline production. A detailed discussion of Stream and its oil and gas
properties will be included in the Information Circular.
Alan T. Charuk, the President and Acting Chief Executive Officer of the
Company, is the person responsible for this news release and can be contacted
at the Company's head office, (778) 371-8184, for additional information.
The Canadian Trading and Quotation System Inc. ("CNQ") has not reviewed
and does not accept responsibility for the adequacy or accuracy of this
This news release contains forward-looking statements, which relate to
future events or future performance and reflect management's current
expectations and assumptions. Such forward-looking statements reflect
management's current beliefs and are based on assumptions made by and
information currently available to the Company. Investors are cautioned that
these forward looking statements are neither promises nor guarantees, and are
subject to risks and uncertainties that may cause future results to differ
materially from those expected. These forward-looking statements are made as
of the date hereof and the Company does not assume any obligation to update or
revise them to reflect new events or circumstances except as required under
applicable securities legislation.
For further information:
For further information: L.G.R. RESOURCES LTD, Suite No. 404 - 815
Hornby Street, Vancouver, B.C., V6Z 2E6, Tel: (778) 371-8184, Fax: (604)