Upon completion of the remaining transaction, currently scheduled for mid-September, Pan Orient will own a minimum 51-percent interest in Andora. Binding lock-up agreements exist between Pan Orient and certain shareholders of Andora, ensuring Pan Orient a minimum 51 percent ownership in Andora. In addition to Pan Orient's controlling interest in Andora, under the terms of the agreements, three of the five Andora directors and the Andora chief executive officer will be nominees of Pan Orient.
Andora owns a 100-percent working interest in petroleum licenses and related assets covering 16 sections of land located immediately south of, and adjacent to, Pan Orient's Sawn Lake property. Four of the 16 Andora sections of oil sands leases have been assigned net probable and possible recoverable reserves of 98 million barrels (25.9 million probable and 72 million barrels possible) based on an independent third party National Instrument 51-101 compliant reserves report completed by DeGolyer and McNaughten (D&M) in September of 2005.
Also on July 28, 2006, Pan Orient's wholly owned subsidiary, Pan Orient Energy Ltd., transferred its 10-percent working interest in oil sands leases in the Sawn Lake area of Alberta to Andora for consideration of 10 million Andora shares. This will now give Andora an interest in 85.5 square miles of undeveloped Alberta Oil Sands.
Additionally, Pan Orient will acquire a minimum of 6,618,519 Andora shares from existing shareholders of Andora for a minimum total acquisition price of $8,935,000 (comprising of a maximum 25 percent cash, the remainder in Pan Orient shares at a deemed value of $3.75 per Pan Orient share), which, together with the shares already acquired by Pan Orient pursuant to the transactions described above, will give Pan Orient approximately 51 percent of the issued and outstanding Andora Shares.
Binding lock-up agreements exist between Pan Orient and certain supporting shareholders of Andora, ensuring Pan Orient this minimum 51 percent ownership in Andora. All shareholders of Andora will be entitled to participate in this transaction and in the event that shareholders of Andora wish to sell more than 6,618,519 Andora shares, Pan Orient will purchase additional Andora shares from such shareholders up to a maximum 67 percent ownership level, under the same maximum 25 percent cash terms.
This share acquisition will be effected through an amalgamation of Pan Orient Energy Ltd. (whose sole asset was its Sawn Lake interest) and Andora, which is scheduled to be ratified by Andora shareholders in mid-September. A notice of annual and special meeting and management information circular is currently being prepared by Andora which is expected to be mailed to Andora shareholders in mid-August.
"This is great news for Habanero shareholders as now having an interest in 85 square miles of Alberta Oil Sands land (through Andora) represents a tremendous opportunity for the company," said Jason Gigliotti, Habanero's president. "This is one of the single largest continuous land packages in the Alberta Oil Sands, and for Habanero to been involved is extremely exciting. Management feels that this prospect could be a major growth driver for Habanero in the near and long term as this massive land package gets fully developed or even possibly bought out.
"When you combine this exciting news on this land package with our other Athabasca Oil Sands leases, it is clear that Habanero intends to grow via the Oil Sands and we have shown the ability to acquire high-quality assets. Habanero is one of the smallest market capitalized companies with interests in multiple Alberta Oil Sands leases and when you add the current near all time highs on oil prices and increasing gas prices, these are extremely exciting times of expansion for Habanero."
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