DGAP-News: Chelsea and ITME Complete Plan of Arrangement
(firmenpresse) - Chelsea Oil and Gas Limited
02.10.2013 03:35
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CALGARY, Alberta, 2013-10-02 03:35 CEST (GLOBE NEWSWIRE) --
Chelsea Oil and Gas Ltd. (formerly Australian-Canadian Oil Royalties Ltd.)
(OTCBB:AUCAF) ('Chelsea' or 'the Company') and International TME Resources Inc.
(OTC:ITME) ('ITME') are pleased to announce the closing on October 1, 2013, of
the previously announced Plan of Arrangement (the 'Arrangement') whereby
Chelsea acquired all of the issued and outstanding common shares of ITME. In
connection with the closing of the Arrangement, the Company changed its name to
Chelsea Oil and Gas Ltd., and reconstituted its board and executive management
team. The Company is pleased that more than 99% of the shareholders of both
companies who voted at the special shareholder meetings voted in favour of the
transaction.
The Arrangement
Under the terms of the Arrangement, ITME shareholders received 0.5431 of a
common share of the combined entity in exchange for one (1) ITME common share.
Chelsea issued a total of 13,976,542 common shares to former ITME shareholders
and has 64,005,607 common shares issued and outstanding. Chelsea will trade on
the OTCBB with a new ticker symbol that will be assigned later this week.
Corporate Restructuring
Concurrent with the Arrangement, Chelsea reconstituted its board of directors
and executive management team. Chelsea will be based in Calgary, Alberta,
Canada, and is pleased to add three industry veterans to its board of
directors: Stewart Gibson, Toby Pierce and Yves Merer.
Mr. Gibson brings 40 plus years' experience with industry majors and startups.
He has a B.Sc. (Hon.) Geology, and M.Sc. Petroleum Reservoir Engineering. He
has previously held positions with BP, Occidental, Bow Valley and is the former
CEO of Sterling Resources Ltd.
Mr. Pierce was most recently a Director&Senior Analyst with GMP Securities
(London, UK)? and prior to GMP served as Director of Institutional Research at
Tristone Capital (London, U.K.) since 1994. Previous engagements include
wellsite geology over a period of five years for numerous companies across the
Western Canadian Sedimentary Basin. In addition, he has worked for three years
across North and Latin America as a geologist in the mining and exploration
industry. Mr. Pierce brings strong geological and financial understanding
within resource sectors. Mr. Pierce holds an M.B.A. from the Rotman School of
Business and a B.Sc. Geology from the University of Victoria.
Mr. Merer is currently the Chief Executive Officer of Caithness Petroleum
Limited ('Caithness'), a private UK company with several international
projects. A graduate of the prestigious School of Geology in Nancy, France, Mr.
Merer holds a Masters in Petroleum Economics from the French Institute of
Petroleum and began his career in the mining sector before joining Shell in
1979. After twelve years in operations and production roles in the North Sea
and Brunei, Mr. Merer moved to London in 1992 and spent four years in a
regional business governance role, managing Shell's interests in
French-speaking West Africa. Recognized for his diplomatic and
relationship-building skills, in 1996 he was appointed General Manager of Salym
Petroleum Development in Siberia. This was Shell's first successful Russian
joint venture business. Mr. Merer then served as Chairman of Shell Syria,based
in Damascus, before moving to Beijing for three years as President of Shell
China Exploration and Production, in charge of a large portfolio of
exploration, development and production assets, both onshore and offshore. In
2006, he moved to Tehran to take on his final role with Shell. As Iran Country
Chairman, he was responsible for several joint ventures, large oil and gas
projects and a number of important contracts.
Mr. Howard Siegel and Mr. Andre Sakhai have left the board of directors of the
Company upon closing of the Arrangement. The Company thanks both gentlemen for
their years of service and wishes them success in their future endeavors.
Current board member William Petrie, Sr. will retain the position of Chairman.
Mr. Petrie has in excess of 35 years' experience as a petroleum geologist,
primarily in Western Canada. He began his career with Mobil Oil, leaving after
several years to join the independent sector. He has been involved as president
and geologist for a number of public and private oil and gas companies, the
most recent public company being Marengo Exploration Ltd. In these positions he
was responsible for generating, evaluating, and successfully exploiting oil and
gas exploration, development, and acquisition opportunities throughout the
Western Canadian Sedimentary Basin.
Current board member Jesse Meidl will retain his position as a director of
Chelsea. Mr. Meidl has over 15 years' experience in the oil and gas sector,
both Canadian and international. He is currently CFO of Caithness. He joined
Caithness from the London office of Thomas Weisel Partners, where he was an
investment banker in the International Oil&Gas group. He was previously the
Chief Financial Officer for Arsenal Energy Inc., an international exploration
company listed on the Toronto Stock Exchange, which held production assets in
Canada and the USA and exploration assets in Egypt, Colombia and Uzbekistan.
Prior to that, he was an analyst at APF Energy Trust. Mr. Meidl qualified as a
Chartered Accountant with KPMG LLP and also holds an ICAEW Corporate Finance
qualification and a B.Comm. degree from the University of Saskatchewan.
The new board of directors and management of the Company are committed to
capturing the considerable potential in the Company's assets.
Corporate and Financing Update
The Company owns a 13.8331% working interest in PEL 444 in the Cooper-Eromanga
Basin in Australia. The Operator, Holloman Energy, which owns an 83% working
interest in the prospect, completed an 80 sq. km 3D seismic survey on PEL 444
on July 1, 2013. Processing of this survey is underway, with final results
anticipated in October 2013. The timing of follow-on drilling on PEL 444 will
be announced when a target date is determined. The seismic acquisition
satisfies the current obligations for PEL 444: the remaining obligation is the
drilling of one well, which is expected to be undertaken by the Operator in
2014 at no cost to the Company.
The Company recently entered into an agreement with Central Petroleum Limited
('Central') which will allow Central and its partner to tie its seismic to a
data point on ATP 582 with the Company having access to any seismic acquired
over ATP 582. Central and its partner Total are completing a 500km of 2D
seismic programme over their immediately adjacent joint-venture lands in the
Southern Georgina Basin, Australia.
The Company is currently conducting a financing transaction, the terms of which
will be announced once they are finalized. The Company will use the proceeds of
the proposed financing for seismic acquisition on its Surat and Georgina Basin
properties, the installation of water injection facilities in its Surat Basin
property, the repayment of debt and general corporate purposes.
The Company is relying upon Rule 135c under the United States Securities Act of
1933, as amended (the 'U.S. Securities Act'), in issuing this news release and
it shall not be used for the purpose of conditioning the market in the United
States for any of the securities mentioned herein. This news release shall not
constitute an offer to sell or a solicitation of an offer to buy the common
shares of the Company or any other securities, and shall not constitute an
offer, solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. The securities to be offered by
the Company have not been and will not be registered under the U.S. Securities
Act or any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws.
The Company intends to offer and sell its securities in the United States
pursuant to the exemption from registration set forth in Section 3(a)(10) of
the U.S. Securities Act and similar exemptions under applicable state
securities laws.
Forward Looking Statements
Certain statements in this material may be 'forward-looking statements'
including the potential in the Company's assets, the expected drilling of a
well on PEL 444 and the proposed financing transaction of the Company. These
statements are based on current expectations, estimates and projections that
involve a number of risks and uncertainties, which could cause actual results
to differ from those anticipated by Chelsea.
Statements contained in this press release and corporate information relating
to future results, events and expectations are forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act and Section 21E of
the United States Securities Exchange Act of 1934, as amended. Although we
believe that the expectations and assumptions upon which they are based are
reasonable, we can give no assurance that such expectations and assumptions
will prove to have been correct. The reader is cautioned not to put undue
reliance on these forward-looking statements, as these statements involve known
and unknown risks, uncertainties, scheduling, re-scheduling and other factors
which may cause the actual results, performance, estimates, projections,
resource potential and/or reserves, interpretations, prognoses, schedules or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such statements. The Company does not intend, nor do we undertake any
obligation, to update or revise any forward-looking information or statements
contained in this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable laws. Although we
believe that our expectations are based on reasonable assumptions, we can give
no assurance that our expectations will materialize. Many factors could cause
actual results to differ materially from our forward-looking statements. Such
factors include, among others, those described in the Company's annual reports
filed with the United States Securities and Exchange Commission and available
on EDGAR at www.sec.gov.
We seek safe harbor.
CONTACT: For further information on Chelsea,
please visit our website at www.chelseaoilandgas.com, or call:
+1-403-457-1959 (Office)
+1-800-290-8342 (Toll Free in the United States)
News Source: NASDAQ OMX
02.10.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Chelsea Oil and Gas Limited
Canada
Phone:
Fax:
E-mail:
Internet:
ISIN: US0525621050
WKN:
End of Announcement DGAP News-Service
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Datum: 02.10.2013 - 03:35 Uhr
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