The proposed Acquisition is subject to certain conditions, including due diligence, the execution of a definitive agreement and approval of the Acquisition by the board of directors and shareholders of the respective companies as well as all regulatory and other approvals.
The terms of the Acquisition provide that InterUnion will issue to the shareholders of BMB 142,857,143 Common Shares, nominate 4 directors of BMB to the InterUnion board of directors, will obtain InterUnion shareholders approval for a share consolidation on the basis of one InterUnion share for ten old InterUnion shares and will raise up to $10 million. InterUnion and BMB expect that the Closing of the Acquisition and of the Financing will occur on or before October 27, 2003.
BMB has secured the services of Credifinance Securities Limited, of Toronto, Canada as advisor for the Acquisition and to raise a maximum of $10,000,000. Since interest for investments in the CIS has developed in 1994, Credifinance has provided expert advice on all aspects of investment banking, including Toronto Stock Exchange sponsorship, and arranged financing for a number of US and Canadian oil & gas companies in and around the Caspian Sea.
BMB Holding, Inc. is an independent company engaged in the exploration, development, exploitation and production of crude oil and natural gas. The Company's operations are primarily focused onshore in the hydrocarbon rich Caspian Sea region of the Republic of Kazakhstan. BMB conducts its operations in Kazakhstan through a 70%-owned subsidiary, Emir Oil, LLC ("Emir Oil"). Emir Oil is a limited liability corporation organized under the laws of Kazakhstan.
Emir Oil's principal asset is its license for the ADE Fields - Aksaz, Dolinnoe and Emir - located onshore, 45 kilometers northeast of the Caspian Sea port city of Aktau, in the Mangistau oblast of western Kazakhstan. The ADE hydrocarbon reserves have been evaluated by PGS Reservoir Consultants of Oslo, Norway. PGS estimates recoverable reserves in the three fields at 145 million barrels of oil and 400 billion cubic feet of natural gas (expected case). Of this, reserves currently in the proved category are estimated at 33 million barrels of oil and 100 billion cubic feet of natural gas.
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