/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TRADING SYMBOL: TSX-V: WWI
VANCOUVER, Nov. 24 /CNW/ - WWI Resources Ltd. (TSXV: WWI) ("WWI" or the "Company") has entered into an arm's length binding letter of intent (the "LOI") dated November 19, 2009 with Manas Petroleum Corporation ("Manas") a NASDAQ listed company, pursuant to which WWI will acquire from Manas all of the issued and outstanding securities of a 100% owned subsidiary ("Manas Albania"), that will own 100% of the Albania assets. Manas Albania is the owner of three onshore oil and gas production sharing contracts containing 6 licenses located in Albania. As consideration for the acquisition, WWI has agreed to pay $2 million and to issue to Manas a minimum of 100,000,000 common shares.
Additionally, WWI will issue up to an additional 150,000,000 common shares to Manas as follows:
1. 100,000,000 common shares upon the completion of the first well by
2. 25,000,000 common shares upon receipt of a report prepared pursuant
to National Policy 51-101 confirming that Manas Albania has 2P
reserves of not less than 50,000,000 barrels of oil equivalent; and
3. upon Manas Albania being in receipt of a report prepared pursuant to
National Instrument 51-101 confirming that Manas Albania has 2P
reserves in excess of 50,000,000 barrels of oil equivalent ("boe"),
for each 50,000,000 boe over and above the initial 50,000,000 boe, an
additional 500,000 common shares will be issued to a maximum of
25,000,000 common shares to Manas.
Closing of the transaction is subject to, among other things, completion of due diligence, execution of a definitive agreement, all necessary regulatory and shareholder approvals being obtained and completion of a private placement of 100,000,000 units at a price of $0.25 per unit for gross proceeds of $25,000,000. Each unit will consist of one common share and one warrant, with each warrant entitling the holder to purchase a further common share at a price of $0.45 per share for a period of 5 years from closing. A cash fee of 5% of the funds raised will be paid on closing of the private placement.
Both WWI and Manas will appoint 3 directors to the board of the resulting issuer and Manas management will provide management. The management personnel to be provided by Manas are as follows:
Erik Herlyn CEO - Mr. Erik Herlyn is a mechanical and production engineer (Trinity University Dublin, University of Bremen). Erik Herlyn has extensive experience in the finance and hydrocarbon industries. He was in several managerial positions from large International Business Consulting firms such as KPMG, BearingPoint and Capgemini. His specialization lies in a process optimization method which he developed over many years using synergies from different industries. Mr. Herlyn was supporting major oil companies in the Americas and Arabic countries in strategic, technical and financial projects. Mr. Herlyn is also CEO of Manas Petroleum Corporation.
Ari Muljana, CFO - Ari Muljana is a Master of Science in Computer Science (University of Zurich) with a major in Financial Statement Analysis and Artificial Intelligence. He began his career in the Risk Management department at Deloitte, where he audited and advised within the oil and commodity trading industry. He is also specialized in the area of SOX consulting, where he implemented financial and risk management processes for multinational companies to comply with SEC regulations. Mr. Muljana also worked at Capgemini Consulting as a strategic consultant, focusing on controlling and performance measurement topics in various industries. Mr. Muljana is also CFO of Manas Petroleum Corporation.
The 6 directors to be provided by WWI and Manas will be provided when candidates are identified.
Manas Albania will hold 3 Production Sharing Contracts (PSCs) onshore Blocks in Albania that comprise 1.7 million net acres with 100% working interest. The PSCs are for Blocks A, B, D, E (effective on December 26, 2007) and for Blocks 2 & 3 (effective on July 31, 2009). There have been 9 large structures identified in Blocks A, B, D & E and 3 structures on Blocks 2 & 3.
The proceeds of the unit financing will be used for the setup of a bank guarantee, seismic works, reprocessing of acquired seismic data and other geological and geophysical expenditures, overhead costs and other general and administrative expenditures and a first drilling of a well.
WWI will issue up to 15,000,000 options to directors, officers, employees, consultants and charities at a price of $.30 for a period of ten years.
Upon closing of the acquisition of Manas Albania 4,000,000 common shares will be issued to Endeavour Financial pursuant to their mandate agreement and a further 4,000,000 common shares will be paid to Overseas Financial Group. The stock of WWI will remain halted until the completion of the RTO.
"Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. 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 Filing Statement to be prepared in connection with the transaction, any information release or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of WWI Resources Ltd. should be considered highly speculative.
The foregoing information may contain forward-looking information relating to the future performance of the Company. Forward looking information is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Such risks and other factors include, among others, the actual results of exploration activities, changes in world commodity markets or equity markets, the risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes, change in government and changes to regulations affecting the oil and gas industry, and other risks and uncertainties detailed from time to time in the Company's filings with the Canadian securities administrators (available at www.SEDAR.com). Forward-looking statements are made based on various assumptions and on management's beliefs, estimates and opinions on the date the statements are made. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information contained herein. The Company undertakes no obligation to update forward-looking statements if these assumptions, beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE WWI RESOURCES LTD.
For further information: For further information: Gordon Keep, Secretary and Chief Financial Officer, Suite 3123, 595 Burrard Street, Vancouver, BC, V7X 1J1, Tel: (604) 609-6110