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REDCASTLE RESOURCES LIMITED — M&A Activity 2012
May 24, 2012
65668_rns_2012-05-24_88049c21-2558-4e26-88e2-87f8ac473d08.pdf
M&A Activity
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Level 1 981 Wellington St West Perth WA 6005 PH: 08 6555 2950 FX: 08 9321 3102 www.grpcorporation.com
GRP Corporation Limited
ASX/MEDIA RELEASE 25[th] May 2012
GRP CORPORATION TO ACQUIRE EUROPEAN ENERGY LIMITED
HIGHLIGHTS
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GRP Corporation signs Binding Term Sheet to acquire European Energy Limited.
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Term sheet is subject to satisfactory Due Diligence, approval by GRP and European Energy shareholders and successful re-listing of GRP on ASX.
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European Energy has a 100% working interest and 85% net production revenue interest in seven petroleum exploration licences in eastern Czech Republic, covering some 200 km2 and an eighth license in which it has a 60% contributing interest.
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The Licences are at moderate to advanced stages of exploration and all contain one or more oil &/or gas leads.
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The Licences are located in a heavily industrialized region with ready markets and close to an established gas reticulation system and oil infrastructure.
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Management has technical and corporate experience in the oil and gas industry in the Czech Republic.
The Board of GRP Corporation Limited (ASX: GRP ) (‘GRP Corporation or ‘the Company’) is pleased to announce that it has signed a binding term sheet with the European Energy Limited (‘EEL’) to acquire 100% of the issued shares in EEL (“Agreement”). EEL is an Australian company based in Perth, focused on the commercial development of its petroleum exploration licences in eastern Czech Republic.
EEL, through its wholly owned subsidiaries Panorama Energy s.r.o (Panorama Energy) and Topgas Morava s.r.o (Topgas Morava), has agreements with the legal holder of petroleum exploration licences which entitle it to a 100% working interest and an 85% net production revenue interest in seven petroleum exploration licences (Oldrichovice, Jablunkov, Bystrice-Hradek, Bystrice-Hradek 1, Kozlovice, Frydlant and Frydlant-Celadna) and a 60% contributing interest in an eighth licence (Smilovice) located in the eastern Czech Republic (Licences). Together the Licences cover some 200km[2] .
The Licences are located close to existing oil and gas infrastructure and are prospective for conventional hydrocarbons and also for shale gas. The region is considered as mainly gas prone, but oil has been found in the nearby Krásná Oil Field and two potential oil pools have been identified within the Licences.
The Licences fall within the regionally extensive Carpathian Hydrocarbon Province. The Czech Republic’s portion of the province has produced modest amounts of oil and gas only in the last 20-30 years, whereas in Poland, the Ukraine and Romania, exploration and production has been ongoing for more than a century. Numerous, widely scattered wells have been drilled in the Licences in the search for coal resources or for petroleum deposits.
Regional seismic data were acquired in and around areas covering the Licences between 1973 and 1992 and recent reprocessing has greatly improved the data quality, especially the more recently acquired lines.
EEL’s Czech partner, Unigeo, is a long established gas and oil service company, has ownership of this valuable data set and European Energy has used it to identify leads and prospects for follow-up.
GRP CORPORATION LIMITED
EEL brings together technical experience and expertise in hydrocarbon exploration and development, specifically in the Czech Republic as well as corporate and finance expertise in the wider resource industry.
GRP will appoint Gerald Johnson and Ildiko Wowensky of EEL to the board of GRP post completion of the agreement. Mr Johnson has over 30 years worldwide experience in both the minerals and petroleum industries and was previous Managing Director of an ASX listed company with oil and gas production in Central Europe. Ms Wowensky is an accountant, born in the former Czechoslovakia and experienced in technical and corporate advisory to resources industry. She was also the founding director of an ASX listed oil and gas producing company.
GRP Corporation director Mark Rowbottam said “Acquiring EEL, and its associated Czech republic licences provides a significant opportunity for the shareholders of both GRP Corporation and EEL. The GRP Board is very pleased with the Agreement and look forward to working with EEL to complete the Transaction.”
GRP Corporation plans to move quickly to raise $1 million under a Rights Issue as the next step in its plan to seek re-admission to the ASX.
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GRP CORPORATION LIMITED
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GRP CORPORATION LIMITED
SUMMARY OF TERM SHEET
GRP Corporation, on the receipt of all relevant approvals, will acquire all of the issued capital of EEL in consideration for the issue to the vendors of EEL of 17,500,000 ordinary fully paid shares of GRP Corporation.
The acquisition of EEL is subject to the following conditions precedent (to be satisfied or waived by 28[th] September 2012, or as otherwise agreed):
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Satisfactory completion of bilateral due diligence;
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The Shareholders of GRP Corporation approving:
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the acquisition of EEL;
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all other required regulatory approvals required under the Corporations Act and the Listing Rules.
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100% Shareholders of EEL accepting the offer by GRP and all other required regulatory approvals required under the Corporations Act and the Listing Rules;
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100% of the holders of options granted by EEL agreeing to cancel the options for nil consideration;
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GRP appointing two representatives of EEL to the GRP Board;
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GRP raising the $1,000,000 under a proposed 1:1 Rights Issue;
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GRP raising the minimum requirement under a prospectus in order to be requoted on the ASX;
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ASX providing conditional approval for re-admission to the official list of ASX.
The Company intends to convene a shareholders’ meeting in the near future to seek the necessary approvals.
Further details of the consideration will be set out in the Notice of Meeting to shareholders to consider and approve the Transaction at a meeting to be held at the earliest opportunity.
FURTHER INFORMATION
Shareholders / Investors
Mark Rowbottam
Non-Executive Director GRP Corporation Limited
E : [email protected] T : +61(0) 411 886 084
Zane Lewis
Non-Executive Director GRP Corporation Limited E : [email protected] T : +61(0) 4 0000 7900
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