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CYCLIQ GROUP LTD — Capital/Financing Update 2009
Jul 26, 2009
64746_rns_2009-07-26_6d5b5154-72e1-4ef4-980f-e82473beaebe.pdf
Capital/Financing Update
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MODENA RESOURCES TO ACQUIRE CALIFORNIA OIL & GAS ASSETS
Monday, 27 July 2009
Modena Resources Limited (“Modena” or the “Company”) announces that it has signed a non‐binding agreement to acquire a 14.17% interest in a privately held company, which owns production, development, and exploration assets in California (the “Target”), which as of 31 December 2008, had estimated proved and probable reserves of 24 million barrels of oil equivalent.
ACQUISITION TERMS
Subject to the satisfaction of all the conditions, the Company will acquire a 14.17% interest in the Target for 24,400,000 million fully paid new ordinary shares of the Company at an issue price A$0.15 per share. Additionally, the parties have agreed on a deferred consideration equivalent to a value of US$11.5 million, less the value at the completion date of the shares initially issued, payable in cash or new shares of the Company by December 2010, at Modena’s election.
Modena will also seek to acquire up to an additional 5.83% shareholding in the Target on the same basis as above, which could potentially take Modena’s total shareholding in the Target to 20.00%.
The acquisition is subject to:
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Satisfactory completion of due diligence by the Company on the Target;
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The Company’s shareholders authorizing the issuance of new shares of the Company to the selling Target shareholders;
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The selling Target shareholders securing the written consent and pre‐emption approval of the majority shareholder to transfer the sale shares to the Company;
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Execution of a sale and purchase agreement and ancillary documentation; and
Suite 1709, Level 17 Australia Square, 264 George Street, Sydney NSW 2000 T +61 2 9291 2430 F +61 2 9291 2444
Regd. Office: Suite B/150 Hay Street Subiaco Western Australia 6008 T +61 89388 8439 F +61 89388 8450 E: [email protected]
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- Such regulatory, corporate or other approvals or consents as may be necessary in order to complete the acquisition
CORPORATE
Modena is currently in the process of finalising due diligence; if satisfactory and all other conditions have been meet, Modena will enter into formal documentation and issue a notice to shareholders convening a shareholders' meeting, setting out full details of the proposed acquisition and seeking approval for various resolutions necessary to complete the acquisition.
Commenting on the proposed transaction, Modena’s Chairman, Wayne Bellman, said:
“The acquisition is potentially a very significant, high‐quality opportunity for Modena; one that could add considerable production and proven reserves and has the ability to deliver substantial value to our shareholders.”
“The Target has a low‐risk, high quality portfolio of oil & gas assets in a geography that we like because it is a large energy market with a long production history and under‐utilized infrastructure. We look forward to updating shareholders and the market in due course. Modena also intends to strengthen its board over the coming months and is engaged in a search for a CEO with extensive oil and gas experience.”
For further information contact:
Wayne Bellman
Chairman
Modena Resources Limited +61 (2) 9291 2430
Suite 1709, Level 17 Australia Square, 264 George Street, Sydney NSW 2000 T +61 2 9291 2430 F +61 2 9291 2444 Regd. Office: Suite B/150 Hay Street Subiaco Western Australia 6008 T +61 89388 8439 F +61 89388 8450 E: [email protected]