(TSX.V: PBT, FSE: P5W)
CALGARY, Feb. 16 /CNW/ - Pemberton Energy Ltd. ("Pemberton") wishes to announce that it has proposed a return of capital transaction involving a farm out of Pemberton's interest in its Panny well assets to its wholly owned subsidiary Clinch Energy Ltd.("Clinch"). Clinch shall be a publicly traded company and shall provide a mechanism for Pemberton shareholders to realize the full market value of Pemberton's Panny oil and gas project.
Under the proposed return of capital, it is contemplated that each Pemberton shareholder shall receive one share of Clinch for every five Pemberton shares held on the record date, which will be announced shortly. Pemberton will distribute units of Clinch to Pemberton shareholders subject to securities regulatory approval. There will be no hold period on shares of Clinch distributed under this return of capital transaction.
Pemberton proposes the sale of its 25% WI, operatorship, on-site equipment and pipeline in its 8-25-095-05W5 Panny well (Panny) to Clinch for $300,000 in total for these assets, equipment and operatorship by way of a convertible promissory note which shall not be payable before 13 months after the date of the listing of the shares of Clinch on the TSX Venture Exchange. The promissory note shall be convertible into common shares for the exercise price equal to the volume weighted average of the first 5 consecutive days of trading.
Clinch seed round financing will be raised by arrangement and will be for up to $1,500,000 at $0.20 per unit. Each unit shall comprise of one share of Clinch and one non transferable share purchase warrant, where one share purchase warrant may be exercised to purchase one additional share of Clinch for a period one year from the listing date of Clinch at an exercise price of $0.30 per share. The seed round of private placement to be completed by arms length investors and no insiders will participate in the seed round financing.
Pemberton also wishes to announce that further to the previously announced acquisition of additional 50% WI in the Panny well that was announced on April 22, 2009 and October 20, 2009, Pemberton will not proceed with this transaction. Clinch proposes an acquisition of this 50% WI in this well for $300,000. Clinch will pay $300,000.00 in total under this transaction, by way of a convertible promissory note for $50,000 and $250,000 payable in Clinch common shares at deemed price $0.20 per share, for a total of 1,250,000 shares. The convertible promissory note shall not be payable before 13 months after the date of the listing of the shares of Clinch on the TSX Venture Exchange and shall be convertible into common shares for the exercise price equal to the volume weighted average of the first 5 consecutive days of trading.
On Behalf of Pemberton Energy Ltd.
Richard Saxon, President
TSX VENTURE EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED OF THE CONTENTS HEREIN
SOURCE PEMBERTON ENERGY LTD.
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