ACL to acquire 50% of Langsa TAC

By Romel S. Gurky

Canada?s ACL International Ltd. announced Thursday that it has entered into an Amended and Restated Asset Purchase Agreement dated April 30, 2015 with Blue Sky Langsa Ltd. (BSL), under which the company will acquire from BSL a 50 percent interest in a Technical Assistance Contract (TAC) for a block referred to as Langsa TAC located offshore, North Sumatra.

Under the previous agreement, ACL was supposed to acquire a 47 percent interest in the Langsa TAC for C$9,167,785.

Under the revised agreement, ACL said the purchase price for the 50 percent interest in the Langsa TAC is C$9,924,600, payable to BSL through a combination of $100,000 in cash and the issuance of an aggregate of 81,871,667 common shares in the capital of ACL at a deemed price of C$0.12 per common share to certain nominees of BSL.

As previously announced, the ACL has paid a deposit in the amount of C$100,000. If the transaction does not close for any reason, the deposit will be fully refunded to the corporation.

ACL said it intends that 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 (Exchange) and enable the corporation to list for trading on the exchange.

Previously, the corporation?s primary business activity involved the operation of general insurance brokerages in Canada and the United States, but since the divestiture of its assets in 2014, the corporation?s shares became listed on the NEX Board of the Exchange and it has been largely inactive. Upon completion of the transaction, if approved, the corporation will become listed on the Exchange as a Tier 1 Oil and Gas Issuer and will be involved in the oil and gas industry sector.

The closing of the transaction is scheduled to take place on May 30, 2015 or such other date as agreed upon by the corporation and BSL, ACL said.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Trading in the corporation?s shares on the NEX Board of the Exchange has been halted since October 2014 and will remain halted pending receipt of applicable documentation by the Exchange.

BSL is a limited liability company registered in Republic of Mauritius with offices in Jakarta, Indonesia. The only shareholder of BSL is Blue Sky International Holdings Inc., a privately held Alberta corporation, which owns 100 percent of the shares of BSL. Danyal Chaudhary Foundation, a foundation organized under the laws of the State of California, owns 100 percent of the shares of Blue Sky International Holdings Inc. BSL has no subsidiaries.

Editing by Reiner Simanjuntak