CALGARY, Feb. 6, 2014 /CNW/ - The Board of Directors of Emperor Oil Ltd. (TSX.V: EM), (OTC: CHVFF), (Frankfurt: 8CV), (Europe: ISIN: CA29159B1031), (WKN: A1J3EL,) ("Emperor" or the "Company") are pleased to announce that the Company has entered into a letter of intent(the "Letter Agreement") with FourWinds Private Holdings, a member of the FourWinds Group of Companies ("FourWinds"). The FourWinds Group of Companies is a specialist global asset management group with expertise in real asset investments and projects, having significant experience in Africa and the Middle East.
Pursuant to the terms of the Letter Agreement, FourWinds and its affiliates will provide services to the Company in connection with location, negotiation, acquisition and financing of certain oil and gas development concessions. These services include providing access to opportunities that are available to the FourWinds Group of Companies. The Letter Agreement with FourWinds is considered by the Board of Directors of the Company to be integral to the Company's strategy of expansion through the acquisition of oil and gas assets that can be economically developed. As compensation for the services that the FourWinds Group of Companies will provide to the Company, FourWinds may be issued up to 50% of the outstanding fully diluted share capital of the Company (the "Consideration Shares"), net of any concurrent financings being undertaken and subject to FourWinds assisting the Company in acquiring oil and gas assets having a net present value of not less than the market value of the shares to be issued by the Company and the Company not having to spend any additional consideration on acquisition costs in respect of the assets (save and except for any and all governmental concession fees and related costs, development expenses and/or due diligence expenses).
The Letter Agreement and any purchase or concession agreement, together with the issuance of the Consideration Shares as aforesaid, are subject to several material conditions, including (1) receipt of TSX Venture Exchange approval to the terms of the Letter Agreement and definitive legal documentation to be entered into pursuant thereto, including the consideration payable to FourWinds, (2) receipt of any required shareholder approval of the Company, including any minority approval if required by law or TSX Venture Exchange policy; and (3) receipt of a valuation and National Instrument 51-101 report regarding the proposed concession that is satisfactory to the Company and to the TSX Venture Exchange. Any Consideration Shares may be subject to resale or escrow restrictions that are required under applicable TSX Venture Exchange policies or applicable securities legislation.
In consequence of the Letter Agreement, negotiations are taking place with several government agencies for possible acquisitions by the Company. At this time there are no agreements in principle or otherwise with respect to any specific properties or concessions. The company will provide an update when and if an agreement for any concession is reached.
Emperor Oil is an international oil and gas exploration and development company.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. Cautionary Statement Regarding "Forward-Looking" Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond Emperor's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
SOURCE: Emperor Oil Ltd.
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