DGAP-News: GRIT International Inc.: PLANS OF GOING PUBLIC WITH TEXAS PETROLEUM INC. TO HAPPEN IN 2010 ALLOWING ITS SHAREHOLDERS TO BUY STOCK AT EUR0.01 PER SHARE
(firmenpresse) - GRIT International Inc. / Key word(s): IPO/Letter of Intent
08.11.2010 17:23
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GRANDE PRAIRIE, AB, Monday November 8th, 2010: GRIT International Inc.,
'GRIT' (FRANKFURT: 3GR1) is pleased to confirm that the previously
announced going public of its wholly owned subsidiary, TEXAS Petroleum
Inc., is going to happen most likely here in 2010, which will be a major
accomplishment and nothing short of an extraordinary lucrative opportunity
for GRIT's shareholders, who are allowed to participate in this going
public at EUR0.01 per Texas Petroleum share. Originally this going public
was planned for 2011, but both the strong performance of the major global
stock markets and the successful listing preparations for Texas Petroleum's
going public process will enable GRIT to execute the actual listing most
likely this year.
STATUS OF THE LISTING PROCESS
Currently Texas Petroleum's listing documents are being finalized by its
lawyers, accountants, market makers and listing partners. A successful
listing completion in the next few weeks will allow commencement of Texas
Petroleum's stock before 2010 yearend. The intended opening price to be
that of EUR0.75 per share and again all founders' shares will be under
lock-up (lock-up amount to roughly total 90% of Texas Petroleum's issued
and outstanding shares).
SPECIAL RIGHTS FOR GRIT SHAREHOLDERS
As previously announced, only Grit's shareholders will have the right to
purchase Texas Petroleum shares at a price of EUR0.01 per share on a
one-for-one-basis based on the equal number of Grit shares owned after
market closing on December 31, 2010(Record Date). As for example, if a Grit
shareholder would own 25,000 Grit shares after the markets will have closed
on the Record Date, that shareholder would be entitled to purchase 25,000
Texas Petroleum shares at EUR0.01 per share. The resulting total purchase
price for 25,000 Texas Petroleum shares would be EUR250.
FORMAL DETAILS FOR THIS EUR 0.01 PARTICIPATION
In short order GRIT will announce in detail the exact required and outlined
payment procedures necessary for participation in this EUR0.01 round of
said purchase prices until January 31st, 2011 (Payment Date). After which
GRIT's security service providers and investment banking partners will
deliver the purchased shares to all participating shareholders on or before
February 28th, 2011 (Delivery Date).
To participate and benefit in this EUR0.01 opportunity, which is
exclusively available only to GRIT's current shareholders and those who
will become GRIT shareholders upon the Record Date. GRIT's shareholders
will be required to provide proof of stock ownership as that date of
Friday, December 31st, 2010. Delivery of notarized account statement copies
and signed and sealed bank confirmation letters proving the exact number of
shares owned at the end of 2010. Based on this account information, the
participating GRIT shareholders will receive documents detailing
instructions for the remaining process and procedures to receive their
Texas petroleum Shares.
REGISTER FOR MORE PARTICPATION INFORMATION
All shareholders and interested investors (non-shareholders) wishing to
participate in this EUR0.01 round and would like to stay informed until the
Record Date on December 31st, 2010,should email jstewart(at)gritintl.com.
Please provide preferred contact information, email address, mailing
address, phone and fax numbers, and the intended detailed GRIT share(s)
amount for participation.
TEXAS PETROLEUM'S BUSINESS DEVELOPMENT
Currently Texas Petroleum is in the final stages with various sellers for
the highly promising and proven oil and gas properties one of which has
been previously announced holding 10 million barrels of oil. Which would
represent an initial asset value of $870 million (based on the current oil
price of roughly $87 per barrel) or EUR624 million (based on the current
exchange rate of 1.40) which will result in a natural resources asset value
of $10.88 or EUR7.80 per share of Texas Petroleum. Hence the intended
opening price of the stock to be at EUR0.75 would seem to be a justifiable
and a very conservative entry price.
In order to complete the acquisition of this huge property and put it into
production to generate revenue, Texas Petroleum will have to complete
initially a $5 million financing, later on followed by another $5 million
financing. Already GRIT now committed to raise and provide the required
financing for this project for Texas Petroleum (as GRIT recently announced
its new and old financings in the form of equity lines totallingEUR10
million of which at least a portion will be used for the Texas Petroleum's
property acquisition). Additional financing negotiations will enable Texas
petroleum to acquire several more target properties and accumulate even
more natural resources assets as computed above.
Currently Texas Petroleum's management and its legal and financial advisors
are finalizing its new PowerPoint presentation which will be released
immediately after Frankfurt Stock Exchange has approved its stock for
trading (for immediate notification about the new PowerPoint presentation
and other information about Texas Petroleum, please email us at
jstewart(at)gritintl.com). At the same time Texas Petroleum will launch its
new corporate website which is currently being developed by ZING/bias a
leading Canadian web-design and communications firms, also providing
corporate identity branding and other marketing materials.
At the same time, German market maker and listing partner,
RenellWertpapierhandelsbank AG, has completed its due diligence and will
finalize shortly all documents to be filed with Deutsche Börse AG's
Frankfurt Stock Exchange in order to fully execute Texas Petroleum's going
public within the next eight weeks and to commence trading its stock before
the end of 2010 which will give Grit's shareholders the huge benefit to see
Texas Petroleum's stock trading at EUR0.75 before the Record Date on
December 31, 2010.
Furthermore Texas Petroleum's management has decided to follow GRIT's
positive example and choose one of the 'Big Four' auditing firms as the
company's official auditor (Deloitte, Ernst&Young, PricewaterhouseCoopers,
or KPMG) as Texas Petroleum's management intends to acquire and accumulate
only absolutely transparent and fully audited assets which value will be
completely inlinewith International Standards on Audits(ISA) and/or
Generally Accepted Auditing Standards (GAAS). By doing so the company's
management wants to ensure maximum transparency for its shareholders and
investors by ensuring the validity and accuracy of all acquired assets.All
to be announced financials, which will ideally be assured when Texas
Petroleum will constantly be audited and monitored by one of the 'Big Four'
(more details to be announced concurrent to the release of the company's
PowerPoint presentation).
SHAREHOLDER STRUCTURE AND LOCK-UP
As already previously announced, GRIT's founding and controlling
shareholders have together decided and unanimously voted not to participate
in this EUR0.01 round which is extremely important for Grit.This will
enable GRIT as the parent company to retain control of rough fully 90% of
Texas Petroleum's stock (which will result in a relatively small and tight
free float).This action will provide the full benefits and all the upsides
of this EUR0.01 round to GRIT's retail investors and free float
shareholders only (which in return will immediately create the desired
shareholder basis for Texas Petroleum as these free float shares issued to
GRIT's shareholders are most likely going to be freely tradable).
Furthermore the founding and controlling shareholders of GRIT have together
voted unanimously deciding to leave their roughly 70 million Texas
petroleum shares in the ownership and control of GRIT.Accepted by GRIT as
of today; the condition that GRIT executes a lock-up of Texas Petroleum
shares preventing the company from selling on or off market shares for a
minimum period of 3 years (plus a possible 2 years extension option). The
only lock-up exemptions will be: (a) When and if the stock of Texas
Petroleum has reached and maintained a share price of EUR7.80 per share for
a minimum of 90 consecutive days, then Grit will be entitled to release 2%
of the issued and outstanding shares per quarter; (b) When and if Grit will
be approached by an entity willing to take-over a large position or the
majority of Texas Petroleum for a minimum price of EUR3.90 per share, Grit
may execute such transaction, provided however that Grit guarantees all
free float shareholders and retail investors tag-along rights or co-sale
rights under which they could sell together with Grit at the same
conditions during such transaction; (c) When and if Grit intends to
re-organize its internal structure and asset holdings, the company may move
these Texas Petroleum shares (in parts or in total) into other entities,
including but not limited to wholly owned subsidiaries, provided however
that these receiving entities will also sign this lock-up and will have to
follow the same lock-up restrictions as GRIT enacted upon before.
FURTHER OUTLOOK FOR TEXAS PETROLEUM
In addition to the first 10 million barrel property acquisition and
subsequent production starts, Texas Petroleum will target further
acquisitions of both additional properties and other companies active in
the fields of Oil&Gas or Energy Projects. One of the key reasons for
Texas Petroleum's going public decision as its status a as publicly traded
company will enable it to raise equity capital and use its stock as
'currency' for new acquisitions and takeovers, several of which management
has already identified, targeted and approached. Texas Petroleum therefore
is very confident to be able to release already within the first several
weeks after commencement of trading on the Frankfurt Stock Exchange that of
many more promising details and more various exciting news in this context.
GRIT INTERNATIONAL INC. GRIT International is a Canadian based company,
registered in the State of Nevada; its goal is to become the leader of
paint and coatings products in North America. GRIT is already a specialized
service provider of composite abrasives, blasting, paintings and coatings.
It is developing additional interests and assets in minerals, oil and gas,
utilities and engineering.
Safe Harbour Statement; under the Private Securities Litigation Reform Act
of 1995: The statements contained herein which are not historical are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to, certain delays
beyond the company's control with respect to market acceptance of new
technologies or products, delays in testing and evaluation of products, and
other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission. Contact: GRIT International Inc.,
Investors Relations. Website: www.gritintl.com; E-mail:
grit-admin(at)gritintl.com
Contact: GRIT International Inc.,
Investor Relations
Website: www.gritintl.com;
E-mail: grit-admin(at)gritintl.com
P : 780.513.1125
F : 780.814.5584
A : Suite 201, 9914 - 109th Avenue, Grande Prairie, AB, T8V 1R7
Investor Relations - German
Mr. James Stewart
P: 0 2161 49694870
E: jstewart(at)gritintl.com
08.11.2010 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory 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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Datum: 08.11.2010 - 17:23 Uhr
Sprache: Deutsch
News-ID 32516
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