Manitok Energy Inc (MKRYF) 0.1120 $MKRYF
ACL International Ltd. Announces Signing of Purchase and Sale Agreement for Assets in Indonesia and Retains Sponsor
Filing Services Canada - Tue Mar 17, 4:17PM CDT
ACL International Ltd. Announces Signing of Purchase and Sale Agreement for Assets in Indonesia and Retains Sponsor Calgary, Alberta (FSCwire) - Further to the announcement on February 2, 2015, ACL INTERNATIONAL LTD. (Trading Symbol: ACL.H) (Corporation) is pleased to advise that, effective March 13, 2015, it has entered into an asset purchase and sale agreement with Blue Sky Langsa Ltd. (BSL), pursuant to which the Corporation has agreed to acquire a 47% interest in a Technical Assistance Contract for a block referred to as Langsa TAC located offshore, North Sumatra, Indonesia as of an effective date of January 1, 2015 from BSL for the purchase price of $9,167,785 (Transaction). The Corporation has paid a deposit in the amount of $100,000 and the remainder of the purchase price will be satisfied by the issuance of 75,564,875 common shares in the capital of the Corporation. If the Transaction does not close for any reason, the deposit will be fully refunded to the Corporation. The closing of the Transaction is scheduled to take place on May 30, 2015 or such other date as agreed upon by the vendor and purchaser. The Corporation 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. Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and 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. A news release will be issued once the Management Information Circular has been filed as required pursuant to Exchange policies. Loan In addition, the Corporation has obtained Exchange approval to grant a promissory note in the amount of USD$250,000 to BSL (Loan). The Loan will be repayable on July 31, 2015 and will bear interest from March 10, 2015 at the annual rate of 12%, calculated and payable monthly. The Loan will be evidenced and secured by a general security agreement with a general and continuing charge security against equipment located at BSLs warehouse in Indonesia and a promissory note. Sponsorship Subject to completion of satisfactory due diligence, Mackie Research Capital Corporation (Sponsor) has agreed to act as sponsor in connection with the Transaction. Under the terms of the sponsorship agreement effective March 13, 2015, the Sponsor has agreed to act as sponsor in connection with the Transaction in consideration for a sponsorship fee of $60,000 (plus applicable taxes) plus expenses and disbursements. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion. Directors, Officers and Insiders Upon completion of the Transaction, the Corporation shall cause all of its directors to resign. The Corporation intends to appoint Mo Fazil, Harvey Lalach, James Muraro and Rob Sadleir as directors and Mo Fazil will be appointed as the President and CEO. As such, upon completion of the Transaction, the directors of the Corporation are expected to be as set out below. Information in respect of the officers of the Corporation will be provided in a subsequent press release: Mo Fazil Mr. Fazil has 19 years of capital markets experience with Canadian boutique investment dealers Mackie Research Capital, PI Financial, Union Securities and Global Securities. Mr. Fazil raised funding for junior oil and gas, mining and biotech companies through IPOs and secondary financings during his career in the investment industry. He was instrumental in identifying and structuring transactions/issuers. In addition to Canadian assets, companies covered had assets in Indonesia, Nigeria, Brazil, Colombia, India, Russia, Pakistan and the US. He is currently the President Blue Sky Langsa Ltd. and President of Fulucai Productions Ltd. (listed on the OTCBB) which holds a 5% working interest in the Langsa TAC asset. Harvey Lalach Mr. Lalach has diverse experience across business sectors and organizations. From 1986 through to 1997 he was involved in various roles in financial institutions starting at the Vancouver Stock Exchange and later working in securities related roles for BMO Nesbitt Burns and TD Green Line Investor Services. For the past 12 years Mr. Lalach has focused on the operation and administration of numerous startup US and Canadian public companies serving as both director and officer in various capacities. Mr. Lalach served as President and CEO for Assure Energy, Inc., Quarry Oil & Gas Corp., Savary Capital Corp, and most recently as President and CFO for Anavex Life Sciences Corp. James Muraro Mr. Muraros Geoscience career spans 30 years working with Chevron, PanCanadian, and Anderson Exploration domestically, and internationally with companies like Sherritt International, Alange Energy, and MND. Mr. Muraro has contributed to the discovery and exploitation of more than 100 Bcf of gas, and 320 MMbls of Oil through the thorough integration of all geotechnical information while working on projects. He has held management roles at Anderson Exploration and Tornado, and technical leadership roles at Sherritt and most recently Manitok Energy. International onshore experience includes onshore work in Africa, Madagascar, Czech Republic, and Colombia. Offshore work has involved the Canadian Arctic, North Sea, Spain, Turkey, Namibia, and Brazil. Rob Sadleir Mr. Sadleir is a director and Chairman of the Audit Committee for Anthony Clark International Insurance Brokers Ltd from 2006 to present and is a proposed director of the Resulting Issuer. Prior thereto he was Vice President of Finance of Cal-Gas Inc. from 2003 to 2007. Robert obtained his Bachelor of Commerce degree from the University of Calgary in 1971 and obtained his Chartered Accountant designation in 1974. He successfully participated in the Executive Development Program at Dalhousie University in 1989. Other Information Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative. The TSX Venture 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. Trading of the common shares of the Corporation on the NEX Board of the Exchange remains halted until such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 5.2. For further information please contact: ACL International Ltd. Mr. Tony Consalvo, President and CEO Telephone: (587) 952-5085 Email: tony.consalvo@acinternational.ca Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the Corporations ability to close the proposed Transaction. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen litigation and other risk factors identified in the Corporations public filings under Risk Factors. The Corporation undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this press release. On behalf of ACL INTERNATIONALLTD. Tony Consalvo Tony Consalvo, CEO To view this press release as a PDF file, click onto the following link: http://www.fscwire.com/sites/default/files/ne...172015.pdf Source: ACL International Ltd. (NEX:ACL.H) www.acinternational.ca Maximum News Dissemination by FSCwire. http://www.fscwire.com Copyright(C)2015 Filing Services Canada Inc.
ACL-H.VN: (), AXN: 0.63 (-0.01)
ACL International Ltd. Announces Signing of Purchase and Sale Agreement for Assets in Indonesia and Retains Sponsor
Filing Services Canada - Tue Mar 17, 4:17PM CDT
ACL International Ltd. Announces Signing of Purchase and Sale Agreement for Assets in Indonesia and Retains Sponsor Calgary, Alberta (FSCwire) - Further to the announcement on February 2, 2015, ACL INTERNATIONAL LTD. (Trading Symbol: ACL.H) (Corporation) is pleased to advise that, effective March 13, 2015, it has entered into an asset purchase and sale agreement with Blue Sky Langsa Ltd. (BSL), pursuant to which the Corporation has agreed to acquire a 47% interest in a Technical Assistance Contract for a block referred to as Langsa TAC located offshore, North Sumatra, Indonesia as of an effective date of January 1, 2015 from BSL for the purchase price of $9,167,785 (Transaction). The Corporation has paid a deposit in the amount of $100,000 and the remainder of the purchase price will be satisfied by the issuance of 75,564,875 common shares in the capital of the Corporation. If the Transaction does not close for any reason, the deposit will be fully refunded to the Corporation. The closing of the Transaction is scheduled to take place on May 30, 2015 or such other date as agreed upon by the vendor and purchaser. The Corporation 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. Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and 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. A news release will be issued once the Management Information Circular has been filed as required pursuant to Exchange policies. Loan In addition, the Corporation has obtained Exchange approval to grant a promissory note in the amount of USD$250,000 to BSL (Loan). The Loan will be repayable on July 31, 2015 and will bear interest from March 10, 2015 at the annual rate of 12%, calculated and payable monthly. The Loan will be evidenced and secured by a general security agreement with a general and continuing charge security against equipment located at BSLs warehouse in Indonesia and a promissory note. Sponsorship Subject to completion of satisfactory due diligence, Mackie Research Capital Corporation (Sponsor) has agreed to act as sponsor in connection with the Transaction. Under the terms of the sponsorship agreement effective March 13, 2015, the Sponsor has agreed to act as sponsor in connection with the Transaction in consideration for a sponsorship fee of $60,000 (plus applicable taxes) plus expenses and disbursements. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion. Directors, Officers and Insiders Upon completion of the Transaction, the Corporation shall cause all of its directors to resign. The Corporation intends to appoint Mo Fazil, Harvey Lalach, James Muraro and Rob Sadleir as directors and Mo Fazil will be appointed as the President and CEO. As such, upon completion of the Transaction, the directors of the Corporation are expected to be as set out below. Information in respect of the officers of the Corporation will be provided in a subsequent press release: Mo Fazil Mr. Fazil has 19 years of capital markets experience with Canadian boutique investment dealers Mackie Research Capital, PI Financial, Union Securities and Global Securities. Mr. Fazil raised funding for junior oil and gas, mining and biotech companies through IPOs and secondary financings during his career in the investment industry. He was instrumental in identifying and structuring transactions/issuers. In addition to Canadian assets, companies covered had assets in Indonesia, Nigeria, Brazil, Colombia, India, Russia, Pakistan and the US. He is currently the President Blue Sky Langsa Ltd. and President of Fulucai Productions Ltd. (listed on the OTCBB) which holds a 5% working interest in the Langsa TAC asset. Harvey Lalach Mr. Lalach has diverse experience across business sectors and organizations. From 1986 through to 1997 he was involved in various roles in financial institutions starting at the Vancouver Stock Exchange and later working in securities related roles for BMO Nesbitt Burns and TD Green Line Investor Services. For the past 12 years Mr. Lalach has focused on the operation and administration of numerous startup US and Canadian public companies serving as both director and officer in various capacities. Mr. Lalach served as President and CEO for Assure Energy, Inc., Quarry Oil & Gas Corp., Savary Capital Corp, and most recently as President and CFO for Anavex Life Sciences Corp. James Muraro Mr. Muraros Geoscience career spans 30 years working with Chevron, PanCanadian, and Anderson Exploration domestically, and internationally with companies like Sherritt International, Alange Energy, and MND. Mr. Muraro has contributed to the discovery and exploitation of more than 100 Bcf of gas, and 320 MMbls of Oil through the thorough integration of all geotechnical information while working on projects. He has held management roles at Anderson Exploration and Tornado, and technical leadership roles at Sherritt and most recently Manitok Energy. International onshore experience includes onshore work in Africa, Madagascar, Czech Republic, and Colombia. Offshore work has involved the Canadian Arctic, North Sea, Spain, Turkey, Namibia, and Brazil. Rob Sadleir Mr. Sadleir is a director and Chairman of the Audit Committee for Anthony Clark International Insurance Brokers Ltd from 2006 to present and is a proposed director of the Resulting Issuer. Prior thereto he was Vice President of Finance of Cal-Gas Inc. from 2003 to 2007. Robert obtained his Bachelor of Commerce degree from the University of Calgary in 1971 and obtained his Chartered Accountant designation in 1974. He successfully participated in the Executive Development Program at Dalhousie University in 1989. Other Information Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative. The TSX Venture 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. Trading of the common shares of the Corporation on the NEX Board of the Exchange remains halted until such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 5.2. For further information please contact: ACL International Ltd. Mr. Tony Consalvo, President and CEO Telephone: (587) 952-5085 Email: tony.consalvo@acinternational.ca Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the Corporations ability to close the proposed Transaction. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen litigation and other risk factors identified in the Corporations public filings under Risk Factors. The Corporation undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this press release. On behalf of ACL INTERNATIONALLTD. Tony Consalvo Tony Consalvo, CEO To view this press release as a PDF file, click onto the following link: http://www.fscwire.com/sites/default/files/ne...172015.pdf Source: ACL International Ltd. (NEX:ACL.H) www.acinternational.ca Maximum News Dissemination by FSCwire. http://www.fscwire.com Copyright(C)2015 Filing Services Canada Inc. ACL-H.VN: (), AXN: 0.63 (-0.01)
