Armira Zylyftari, Paul Griffiths, The Simla Trust, The Talavera Trust, The
Alamo Trust and Andium Trustees Limited - Holdings in Longreach Oil and Gas
Limited
DUBLIN, Sept. 30 /CNW/ - As a result of the completion of a qualifying transaction (the "Qualifying Transaction") between Longreach Oil and Gas Limited (formerly Chairman Capital Corp.) (the "Issuer") and Longreach Oil and Gas Ventures Limited ("Ventures") on September 24, 2010, Armira Zylyftari ("Zylyftari"), Paul Griffiths ("Griffiths" and together with Zylyftari the "Individuals"), The Simla Trust ("Simla"), The Talavera Trust ("Talavera") and The Alamo Trust ("Alamo" together with Simla and Talavera, the "Trusts") and Andium Trustees Limited, as trustees of the Trusts ("Andium Trustee", together with the Individuals and Trusts, "Zylyftari, Griffiths, Andium Trustee and Trusts") may be deemed to have acquired beneficial ownership and control or direction, direct or indirect, of 3,336,840 common shares ("Common Shares") of the Issuer as a result of the completion of a Qualifying Transaction. Of the 3,336,840 Common Shares described above, (i) Andium Trustee, in its capacity as trustee of Simla, Talavera and Alamo, may be deemed to have acquired beneficial ownership of, directly or indirectly, 2,434,120 such Common Shares; (ii) Simla may be may be deemed to have acquired beneficial ownership of, directly or indirectly, 886,600 such Common Shares; (iii) Talavera may be may be deemed to have acquired beneficial ownership of, directly or indirectly, 677,040 such Common Shares; (iv) Alamo may be may be deemed to have acquired beneficial ownership of, directly or indirectly, 870,480 such Common Shares; and (v) the Individuals may be deemed to have acquired beneficial ownership of, or control or direction over, directly or indirectly, all such 3,336,840 Common Shares (902,720 of which are held through Aramis Investments Ltd., as nominee).
After completion of the Qualifying Transaction, for purposes of Canadian securities laws: (i) Andium Trustee as trustees of the trusts may be deemed to have beneficial ownership of, directly or indirectly, 2,434,120 Common Shares in the capital of the Issuer, representing 17.79% of the issued and outstanding Common Shares; (ii) Simla may be deemed to have beneficial ownership of, directly or indirectly, 886,600 Common Shares in the capital of the Issuer, representing 6.48% of the issued and outstanding Common Shares; (iii) Talavera may be deemed to have beneficial ownership of, directly or indirectly, 677,040 Common Shares in the capital of the Issuer, representing 4.95% of the issued and outstanding Common Shares; (iv) Alamo may be deemed to have beneficial ownership of, directly or indirectly, 870,480 Common Shares in the capital of the Issuer, representing 6.36% of the issued and outstanding Common Shares; and (v) the Individuals may be deemed to have beneficial ownership of, or control or direction over, directly or indirectly, 3,336,840 Common Shares in the capital of the Issuer, representing 24.39% of the issued and outstanding Common Shares.
All of Zylyftari, Griffiths, Andium Trustee and Trusts' common shares of Longreach were acquired in connection with the Qualifying Transaction at a deemed price of $1.00 per Common Share, in exchange for Common Shares.
Zylyftari, Griffiths, Andium Trustee and Trusts acquired beneficial ownership of, and control or direction over, the Common Shares that are the subject of this release for investment purposes.
Zylyftari, Griffiths, Andium Trustee and Trusts intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Zylyftari, Griffiths, Andium Trustee and Trusts' business or financial condition and other factors and conditions Zylyftari, Griffiths, Andium Trustee and Trusts deem appropriate, Zylyftari, Griffiths, Andium Trustee and Trusts may in the future take such actions with respect to their investment in the Issuer as Zylyftari, Griffiths, Andium Trustee and Trusts deem appropriate including, without limitation acquiring Common Shares or selling or otherwise disposing of some or all of the Common Shares. In addition, Zylyftari, Griffiths, Andium Trustee and Trusts may formulate other purposes, plans or proposals regarding any of their Common Shares to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change their intention with respect to any and all matters referred to in this paragraph.
In this release, for purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, Zylyftari, Griffiths, Andium Trustee and Trusts have assumed that there are 13,683,625 Common Shares outstanding as of September 24, 2010.
Neither the filing of the early warning report in connection with the matters disclosed in this release nor the issuance and filing by Zylyftari, Griffiths, Andium Trustee and Trusts of this release in accordance with applicable Canadian securities laws is an admission that any individual or entity named or referred to in this release owns or controls any described securities or is a joint actor with another individual or entity named or referred to in this release.
For further information:
Longreach Oil and Gas Limited: | ||
Bryan Benitz | Chairman & CEO | +44 20 3137 7756 |
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