Under the terms of a conditional Sale and Purchase Agreement between Minmet plc and Carbon Energy Investments Limited dated Aug. 23, 2007, Minmet agreed to purchase 100% of the issued share capital of Alaska Oil and Gas Resources Limited for a consideration of U.S. $87.5 million. The agreement was conditional on full legal, financial, geological and engineering due diligence, regulatory approvals and compliance with the AIM Rules for Companies regarding reverse takeovers.
Under the terms of an agreement between Minmet and Carbon dated Dec.31, 2007, the Company agreed with Carbon that the Alaska Agreement will be cancelled and that the Alaska Deposit will be repaid to Minmet within 180 days of Dec. 31, 2007, together with interest which shall accrue from March 1, 2008 until repayment.
Alaska O&G has a 75% interest in an Exploration and Joint Venture Agreement with Escopeta Oil and Gas Limited, which in turn owns three oil and gas exploration licenses, namely the North Alexander, Kitchen and East Kitchen prospects, covering approximately 100,000 acres in the Kenai peninsula in the Cook Inlet, Alaska, USA. Neither Alaska O&G nor its JVA are currently revenue generative.
As an alternative to payment in cash, Minmet may, at its sole discretion, elect to accept repayment of the Alaska Deposit and accrued interest in new ordinary shares in a new vehicle, intended to be listed on a public market or sold, which Carbon intends to promote to acquire Alaska.
In addition, Carbon has agreed to pay a premium as consideration for the Alaska Cancellation Agreement in the form of new ordinary shares in the Alaska Vehicle equivalent in value to a further $4.35 million. It has also been agreed that Minmet may appoint three members to the board, and participate in the promotion and listing, of the Alaska Vehicle.
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