ACL completes acquisition of Langsa TAC
Tuesday, June 16 2015 - 01:13 AM WIB
Canada?s ACL International Ltd. said that it has completed the acquisition of a 50 percent working interest in a Technical Assistance Contract for a block referred to as "Langsa TAC" located offshore, North Sumatra, from Blue Sky Langsa Ltd (BSL).
The company said in a statement Monday that subject to final TSX Venture Exchange acceptance, the transaction will be deemed a change of business (COB) and constitute a reactivation of the corporation pursuant to Policy 5.2 of the TSX Venture Exchange and will enable the corporation to list for trading on the exchange as a Tier 1 oil and gas exploration issuer.
Pursuant to the transaction, ACL has acquired the assets from BSL, in exchange for which ACL has issued to BSL cash of $100,000 and an aggregate of 81,871,667 common shares in the capital of the corporation at a deemed price of $0.12 per common share for a total deemed purchase price of $9,924,600.00. All of the common shares will be subject to a four-month hold period and 74,871,667 of the 81,871,667 common shares will be deposited under a value security escrow agreement, whereunder an 18-month escrow period will apply; with 25 percent being releasable on receipt of final exchange approval and 25 percent being releasable every six months thereafter.
In connection with the transaction, the corporation paid a fee of $528,730.00 to David Galbraith in consideration for the assistance provided by Galbraith in completing the transaction. The finder's fee was paid in common shares at a deemed price of $0.12 per share, for an aggregate of 4,406,083 common shares.
In connection with the transaction, Tony Consalvo, Douglas Farmer and Norman Cournoyer resigned as directors of the corporation, and Mohammad Fazil, Harvey Lalach and James Muraro were appointed to the board of directors of the corporation. Mohammad Fazil was appointed the President and Chief Executive Officer of the corporation and Harvey Lalach was appointed the Chief Financial Officer and Corporate Secretary of the corporation.
Effective upon closing of the transaction, therefore, the following individuals comprise all of the directors and officers of the corporation: Mohammad Fazil (President, Chief Executive Officer and a Director); Harvey Lalach (Chief Financial Officer, Corporate Secretary and a Director); James Muraro (Director) and Robert Sadleir (Director).
Following closing of the transaction, the corporation granted an aggregate of 6,000,000 incentive stock options under its stock option plan to its officers and directors and to a key contractor. Each option entitles the holder thereof to purchase one common share in the capital of ACL for a period of five years at a price of $0.12 per share, being the same deemed price per share used for the transaction.
The options will vest over a period of three years, with 15 percent of the options vesting 6 months after the date of issuance, another 15 percent vesting after 12 months, another 35 percent after 24 months and the remaining 35 percent after 36 months. The stock options are not transferrable. The common shares issued upon exercise of the stock options will be subject to a four month resale restriction from the date of grant.
After giving effect to the transaction, the total issued and outstanding capital of ACL consists of 95,882,934 common shares and 6,000,000 incentive options.
The TSXV has previously granted conditional approval to the listing of the common shares of the corporation resulting from the transaction. Pending satisfactory review of such final materials by the exchange, it is expected that the common shares will resume trading under its current trading symbol, "ACL" one day after the publication by the TSXV of its final listing bulletin, ACL said.
Editing by Reiner Simanjuntak