W 7 Acquisition Corp. Announces Proposed Qualifying Transaction with Amber Petroleum plc
17 April 2012 - 9:28AM
PR Newswire (Canada)
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TORONTO, April 20, 2012 /CNW/ - W 7 Acquisition Corp. is
pleased to announce that it has entered into a letter of intent
dated April 18, 2012 (the "Letter of Intent") with Amber Petroleum
plc ("Amber") to complete a going public transaction for Amber (the
"Proposed Transaction") by way of a reverse takeover of W 7, a
capital pool company listed on the TSX Venture Exchange (the
"Exchange"). The Proposed Transaction will be conducted by way of
share exchange, merger, amalgamation, share purchase or similar
form of transaction pursuant to a definitive agreement to be
entered into between W 7 and Amber (the "Transaction
Agreement"). Amber Petroleum is a UK Plc focused on acquiring
undervalued oil and gas production assets in Kazakhstan. The
company was established by an experienced management team with a
proven track record in the country. Amber has secured the rights to
two oilfields in West Kazakhstan and negotiated participation in a
third. All of the assets are currently in production. In
conjunction with the Proposed Transaction, Amber or an affiliate
thereof intends to complete one or more brokered private placements
(the "Private Placement") for gross proceeds of up to
CDN$100 million. It is contemplated that securities issued in
the Private Placement would be ultimately convertible or
exchangeable into freely tradeable common shares of the entity
resulting from the completion of the Proposed Transaction. Beacon
Securities Limited has been retained by Amber as agent to conduct
the Private Placement on a best efforts agency basis. It is
intended that, upon acceptance of the Letter of Intent, W 7
will advance CDN$25,000 to Amber as an unsecured advance. Pursuant
to the Proposed Transaction and if the Proposed Transaction is
completed, it is anticipated that: (a) W 7 will change
its name, which name will be determined prior to the completion of
the Proposed Transaction; (b) a new slate of directors will be
elected; (c) new auditors will appointed; and
(d) W 7 may consolidate its common shares on a ratio to
be determined prior to the completion of the Proposed Transaction.
If completed, the Proposed Transaction will constitute W 7's
Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture
Exchange Corporate Finance Manual). A comprehensive press release
with further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange. Completion
of the Proposed Transaction is subject to a number of conditions
including, but not limited to, completion of satisfactory due
diligence, completion of the Private Placement, execution of the
Transaction Agreement, regulatory approvals, Exchange acceptance,
the principal shareholders of Amber and Ronald D. Schmeichel
entering into and complying with support agreements and, if
applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Proposed
Transaction cannot close until the required shareholder approval is
obtained. Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in securities of a capital pool company should be considered highly
speculative. The Exchange has in no way passed upon the merits of
the Proposed Transaction and has neither approved nor disapproved
the contents of this press release. Neither the Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction. ANY SECURITIES REFERRED TO HEREIN
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking statements: This release includes
forward-looking statements regarding W 7, Amber, and their
respective businesses, which may include, but is not limited to,
statements with respect to the completion of the Proposed
Transaction and the Private Placement, the terms on which the
Proposed Transaction and Private Placement are intended to be
completed, the ability to obtain regulatory and shareholder
approvals and other factors. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes" or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Such statements are based
on the current expectations of the management of each entity. The
forward-looking events and circumstances discussed in this release,
including completion of the Proposed Transaction and the Private
Placement, may not occur by certain specified dates or at all and
could differ materially as a result of known and unknown risk
factors and uncertainties affecting the companies, including risks
regarding the oil and gas industry, failure to obtain regulatory or
shareholder approvals, economic factors and the equity markets
generally. Although W 7 and Amber have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. No forward-looking statement can be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and W 7 and Amber undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise. W 7 is a
capital pool company governed by the policies of the Exchange.
W 7's principal business is the identification and evaluation
of assets or businesses with a view to completing a Qualifying
Transaction. W 7 ACQUISITION CORP. CONTACT: Ronald D. Schmeichel,
CEO of W 7 Acquisition Corp. at 416 9726294.
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