Amendment of Press Release Dated April 12, 2011, in Which West Isle Inc. Announced an Agreement and Financing re: Colombia
18 April 2011 - 3:51PM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
West Isle Energy Inc. ("West Isle") (CNSX:WEI) wishes to amend and clarify
certain statements made in its press release dated and disseminated on April 12,
2011. That press release was issued without the prior knowledge or approval of
Amerisur Exploracion Colombia Limitada ("Amerisur"), which constitutes a
material breach of the Fenix Commercial Agreement between Amerisur and Reto
Petroleum Limited. The text of the revised press release, which has been
reviewed and approved by Amerisur, is as follows:
"West Isle announces that it has entered into an arm's-length agreement (the
"Reto Transaction") for the purchase of all the shares of a Cayman Islands
private corporation called Reto Petroleum Ltd. ("Reto"). Reto has a Colombian
branch called Reto Petroleum Limited Colombia Branch ("Reto Colombia") that has
entered into a Commercial Agreement ("Amerisur/Reto Agreement") relating to the
Fenix Block in Colombia with Amerisur. Amerisur is a subsidiary of Amerisur
Resources Plc, a London based oil & gas exploration and production company that
is listed on the AIM board of the London Stock Exchange.
The Fenix Block consists of 24,117 hectares in the Middle Magdalena Basin of
central Colombia contracted to Amerisur by the Agencia Nacional de Hidrocarburos
("ANH") under an exploration and production contract (the "Contract"). Some 2D
and 3D seismic is available over the block and discovery wells have been drilled
by Amerisur and are in production. The Amerisur/Reto Agreement is designed to
delineate and expand upon these discoveries. Under the terms of the
Amerisur/Reto Agreement, Amerisur is and will remain the operator of the
Contract. Amerisur is an experienced and respected exploration and production
operator in Colombia, with the personnel and resources necessary to operate in
challenging environments.
West Isle will issue 12,500,000 common shares ("Common Shares") to acquire all
of the shares of Reto. The issuance of these Common Shares to acquire Reto will
constitute a reverse take-over of West Isle. The reverse take-over transaction
is conditional on the completion of a concurrent financing, in the initial
amount of $7 million, to fund part of the work program under the Amerisur/Reto
Agreement to earn interests in the Contract.
The Amerisur/Reto Agreement has two earning phases. Under Phase 1 Reto can earn
a 20% working interest in the Contract by drilling 5 stratigraphic wells and 5
appraisal/development wells in the area of Amerisur's discovery wells. The first
appraisal/development well must be completed within 12 months, and all of these
wells must be completed within 18 months. Reto will not earn under Phase 1 until
it has satisfactorily completed the Phase 1 work program. If Reto satisfactorily
completes the Phase 1 work program then, under Phase 2, Reto can earn an
additional 10% working interest in the Contract by the acquisition and
processing of 75kms of 2D seismic prior to June 21, 2012. Reto estimates that
its cost to earn this interest under the Phase 2 work program will be
USD$1.95MM.
To implement the Phase 1 work program Reto intends to purchase and operate a
drilling rig suitable to the requirements of the work program. The cost to
purchase and to outfit the drilling rig to conduct operations on the Fenix Block
will be approximately USD$1.5MM. By owning a drilling rig Reto can significantly
reduce the cost of the Phase 1 work program, it can improve the economics of
further exploration and appraisal activities on the Fenix Block and it may
create opportunities for Reto to participate in further exploration activities
in Colombia.
West Isle has received an undertaking from the principal personnel of Reto to
manage and direct West Isle's interests in the agreement for a minimum period of
Phase 1.
As security for Reto's performance during Phase 1 it is required to deposit in
escrow an amount sufficient to complete satisfactorily its obligations. These
funds shall be under the control of Amerisur and be released from escrow to pay
the costs of the Phase 1 work program as they are incurred. Reto has made a
warranty to Amerisur that it has, or has access to, the funds necessary to
complete satisfactorily the Phase 1 work program.
To finance part of the cost of the Amerisur/Reto Agreement, and to provide
necessary working capital, West Isle has entered into a best efforts Engagement
Agreement with D & D Securities Inc. ("Agent") of Toronto to raise $7 million
under a private placement by the issuance of units ("Units") of West Isle at
$0.20 per Unit where each Unit is comprised of one Common Share and one half of
a warrant ("Warrant") and a full Warrant entitles the holder to purchase one
additional Common Share at the price of $0.30 each. The exercise period for the
Warrants shall be 24 months from date of issuance, subject to a shortened expiry
period in the event the Common Shares of West Isle trade at or above $0.40 each
for more than 20 consecutive days. If all of the Warrants are exercised West
Isle will receive an additional $5.25MM. The Agent will be paid a commission of
8% cash and the Agent will receive broker's warrants ("Broker's Warrants") to
purchase that number of West Isle Common Shares equal to 8% of the number of
Units sold under the offering, at a purchase price of $0.30 per Common Share,
and the exercise period for the Broker's Warrants shall be 24 months from the
date of issuance, subject to a shortened expiry period in the event the Common
Shares of West Isle trade at or above $0.40 each for more than 20 consecutive
days. The closing of the financing is conditional on a formal Agency Agreement
with standard market-out clause and appropriate regulatory approvals."
For more information about West Isle visit the website www.westisleenergy.com,
the Listings Disclosure Hall at www.cnsx.ca or on SEDAR at www.sedar.com.
This release includes certain statements that may be deemed "forward looking
statements". All statements in this release, other than statements of historical
facts, which address future activities including the closing of the financing,
exploration drilling and activity, and events or developments that the
Corporation intends, plans, anticipates, believes, estimates or expects are
forward looking statements. Actual results may differ materially. Although the
Corporation believes such forward looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the forward looking
statements. Factors that could cause results to differ materially from those in
the forward looking statements include, but are not limited to: inability to
close the Reto Transaction or the Financing or closing with material amendments,
market conditions and difficulties of raising funds in the economic environment,
availability and costing of exploration contractors; exploration success;
continued availability of capital government regulations, laws and charges;
environmental developments; exploitation economics; and generally the economic,
market, financial and business conditions in the present volatile and uncertain
economic period. Investors are cautioned that any statements are not guarantees
of future performance and actual results or developments may differ materially
from those stated in the forward looking statements. The Corporation does not
intend, and does not assume any obligation, to update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect financial results
is included in the documents filed from time to time with the Canadian
securities regulatory authorities by West isle. This news release shall not
constitute an offer to sell or the solicitation of any offer to buy securities
in any jurisdiction.
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