LONGREACH OIL AND GAS LIMITED CLOSES ITS QUALIFYING TRANSACTION AND
CONCURRENT PRIVATE PLACEMENT
TORONTO, Sept. 24 /CNW/ - LONGREACH OIL AND GAS LIMITED (NEX: CMN.H) (formerly Chairman Capital Corp., "Longreach" or the "Company") is pleased to announce that it has closed its qualifying transaction (the "Transaction") described in Longreach's filing statement (the "Filing Statement") dated effective July 19, 2010, and Addendum dated September 21, 2010, copies of which are available under Longreach's SEDAR profile at www.sedar.com. As a result of the Transaction, Longreach has, among other things, acquired Longreach Oil and Gas Ventures Limited ("Ventures"). Further information regarding the Transaction is set out below and in the Filing Statement and Addendum.
The Company previously received conditional approval of the TSX Venture Exchange ("TSX-V"), subject to the completion of the Transaction and certain other conditions, to list its shares on the TSX-V. The Company expects that its shares will commence trading on the TSX-V during the week of September 27, 2010 under the symbol "LOI".
As part of and prior to the closing of the Transaction, Ventures completed a concurrent private placement of 1,166,759 "Units" at a price of Cdn.$3.00 per Unit for proceeds of Cdn.$3,500,277. Each Unit consists of one common share of Ventures and one-half of one Ventures common share purchase warrant. In connection with the Transaction the 1,166,759 Ventures shares and 583,378 Ventures share purchase warrants comprising the Ventures Units were exchanged for 3,761,625 shares and 1,880,805 share purchase warrants of the resulting issuer, Longreach. Each whole Longreach warrant is exercisable for one common share of Longreach at an exercise price of Cdn.$1.50 per share for the period that is the longer of: (i) 12 months from the date Longreach is listed on the TSX-V; and (ii) 24 months from the Offering closing date. Additional information regarding the private placement is set out below.
The Private Placement
Deacon and Company Capital Markets Inc. ("Deacon") acted as broker and financial advisor to the Transaction and listing. A commission amount of $168.789.07, equal to 8% of the gross proceeds of the Offering less the number of Units sold to subscribers pursuant to the President's List plus 2.5% of the gross proceeds raised from subscribers on the President's List, was paid to Deacon on the closing date of the Offering. In addition, Deacon and other sub-agents were issued 56,263 Ventures compensation warrants (the "Agent's Warrants") equal to 8% of the total number of Units issued under the Offering, less the number of Units sold to subscribers pursuant to the President's List plus 2.5% of the aggregate number of Units sold to subscribers on the President's List. Pursuant to the Transaction, the Agent's Warrants were converted into 181,389 share purchase warrants of the Company. Post-Transaction, each whole Agent's Warrant will be exercisable for one common share of Longreach at an exercise price of $1.00 per share for the period that is the longer of: (i) 12 months from the date Longreach is listed on the TSX-V; and (ii) 24 months from the Offering closing date.
Ventures also paid Deacon an advisory fee of 136,836 post-transaction Longreach warrants, which is equal to that number of warrants that is exercisable for 1% of the total number of non-diluted shares of Longreach. Each of these warrants will be exercisable for one share of Longreach at a price of $1.00 per share for a period of three (3) years from the date the Company is listed on the TSX-V.
Union Securities Ltd. ("Union"), acted as sponsor in connection with the Transaction. As a sponsorship fee Union will be issued (i) 50,000 shares of Longreach, none of which may be traded until 12 months has passed from the date of their issue, and (ii) 50,000 Longreach share purchase warrants. Each of these warrants will be exercisable for one share of Longreach at a price of $1.50 per share for a period that is the longer of: (i) 12 months from the date of the closing of the Transaction and (ii) 24 months from the Offering closing date. Union will also be reimbursed for its legal and certain other expenses.
The Transaction
In the Transaction Longreach acquired from Ventures' shareholders 3,000,000 Ventures common shares, representing approximately 100% of the issued and outstanding Ventures shares. Prior to the closing of the Transaction, Longreach also completed a consolidation of its outstanding share capital on the basis of five post-consolidation shares for each pre-consolidation share then outstanding. For every Ventures share purchased by Longreach, Longreach issued 3.224 post consolidation common shares. The Transaction also involved the exchange of all Ventures warrants for equivalent post consolidation warrants of Longreach. Prior to the closing of the Transaction, Longreach also completed its announced continuance from Ontario to the jurisdiction of Jersey, Channel Islands and changed its name to "Longreach Oil and Gas Limited".
As a result of the completion of the Transaction, there were 13,683,625 shares of Longreach in issue, and Longreach had a market capitalization of approximately Cdn.$13.7 million, immediately following completion of the transaction on September 24, 2010.
Directors and Officers
On the completion of the Transaction, the following individuals were appointed to the office opposite their respective names:
Name Position at Longreach ---- --------------------- Bryan Benitz Chief Executive Officer, Chairman and Director Andrew Benitz Chief Operating Officer, Secretary and Director Yogeshwar Sharma Director Dr. Mahmoud Zizi Director D. Campbell Deacon Director Michal Holub Chief Financial Officer
Jonathan Aune, Norman Betts, Peter Evans and Philip Coleman also resigned as directors and officers of Longreach.
The Company's board of directors appointed Bryan Benitz, Yogeshwar Sharma and D. Campbell Deacon, the majority of whom are "independent", as members of its audit committee.
Statements in this press release regarding Longreach's and Venture's businesses and the Transaction which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.
The securities offered pursuant to the private placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) without registration under the U.S. Securities Act and any applicable state securities laws unless an exemption from registration is available. This news release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
For further information: Longreach, Bryan Benitz, Chairman & CEO, +44 20 3137 7756; Or Longreach's investor relations agent: Pelham Bell Pottinger, Mark Antelme, Philip Dennis, +44 207 861 3232; Additional information on Longreach Oil and Gas Limited can be found at www.sedar.com
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