The terms of the Proposed Transaction consist of:
(a) a cash payment of Cdn$75,000 by LGO to Maxim upon the execution of the definitive heads of agreement
(b) the issuance by LGO to Maxim, on the Closing Date, of that number of free-trading ordinary shares in the capital of LGO (each, a "LGO Share") equal to a value of Cdn$1,925,000, with the price per LGO Share being equal to the closing mid-market price of the LGO Shares on the trading date immediately preceding the closing date (the "Closing Date") or a cash payment of Cdn$1,925,000 at LGO's election.
(c) the issuance by Maxim to LGO of that number of common shares in the capital of Maxim (each, a "Maxim Share") which would result in LGO holding beneficial ownership or control and direction (directly or indirectly) of approximately forty-nine (49%) of the issued and outstanding Maxim Shares (currently estimated to be approximately 30,000,000 Maxim Shares at a deemed price of $0.0833 per Maxim Share, 24,000,000 Maxim Shares to be issued on the Closing Date and 6,000,000 Maxim Shares to be issued following completion of the transactions contemplated under paragraph (d) below, taking into consideration the conversion of certain debts of Maxim owing to three non-arm's length parties in the aggregate amount of $300,000 and these amounts may be converted at the election of such parties in whole or in part into Maxim Shares, with the result that if this entire amount is converted into Maxim Shares, 6,000,000 Maxim Shares will be issued at a deemed price of $0.05 per Maxim Share ("Shares for Debt"), subject to the receipt of shareholder approval and the approval of the TSXV; and
(d) the issuance by LGO to Maxim, should Maxim gain effective control of the South Erin Field through Jasmin Oil and Gas Limited ("Jasmin"), of that number of LGO Shares equal to a value of Cdn$500,000, with the price per LGO Share being equal to the closing mid-market price of the LGO Shares on the trading date immediately preceding the date of issuance, or a cash payment of Cdn$500,000 at LGO's election. This will then bring the total invested by LGO into Maxim to Cdn$2.5 million. In addition, should Maxim gain effective control of the South Erin Block, LGO has agreed to provide Cdn$5 million to a work program on the Jasmin Oilfield and shall earn a direct working interest of not less than 50% of the South Erin Oilfield (the "Joint Venture") on terms to be agreed between the parties, subject to the approval of the TSXV in accordance with its policies, the approval by the shareholders of Maxim, along with any required regulatory approval of the Petroleum Company of Trinidad and Tobago. LGO will assume operatorship of the work program. Once the definitive terms of the JV have been agreed to between LGO and Maxim, Maxim will issue a further release announcing the material terms of the JV.
Maxim has obtained the TSXV conditional approval in connection with the transactions referred to both paragraph (b) and (c) above subject to meeting the filing of closing documents with the TSXV and obtaining the requisite level of shareholder approval. Maxim has filed a notice of meeting and will be holding its annual and special shareholders' meeting on July 10, 2013 to approve the Proposed Transaction and the Shares for Debt.
As disclosed in Maxim's press release dated March 14, 2013, Maxim and LGO agreed that LGO shall have the right to nominate two (2) directors to the board of directors of Maxim.. The parties have subsequently agreed in principal that this right shall be exercisable within 12 months from the closing date of the Proposed Transaction as LGO does not intend to make these nominations at the time of closing the Proposed Transaction.
In connection with the LGO Shares issuable to Maxim pursuant to paragraphs (b) (assuming that LGO elects to issue LGO Shares to Maxim) and (c) above, Maxim shall deposit such LGO Shares with a duly licensed broker in the United Kingdom and Maxim shall proceed to sell all of the LGO Shares issuable to Maxim under the terms of the Proposed Transaction through this broker within 90 days from the date of issuance.
Maxim currently has 24,000,491 Maxim Shares issued and outstanding and at the completion of the Proposed Transaction and the Shares for Debt, the total issued and outstanding Maxim shares will be up to 60,000,491 with (i) up to 6,000,000 Maxim Shares being issued pursuant to the Shares for Debt and (ii) 30,000,000 being issued to LGO pursuant to the Proposed Transaction.
LGO is a company listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). LGO is an international oil and gas exploration, development and production company incorporated in England and Wales and headquartered in London, England. LGO has assets in Spain and Trinidad, and its main operations are located in Trinidad and Spain.
LGO's board of directors is comprised of David Lenigas (Executive Chairman), Neil Ritson (Chief Executive Officer) and Steve Horton (non-executive director). Currently, no single shareholder of LGO holds, directly or indirectly, more than 20% of LGO's outstanding shares. David Lenigas currently holds approximately 8.17% of LGO's issued and outstanding shares and TD Direct Investing Nominees (Europe) Limited currently holds approximately 12.48% of LGO's issued and outstanding shares.
LGO currently has approximately 1,877,750,000,000 shares outstanding and listed for trading on AIM. LGO's shares are currently trading at a price of 1.20 Pence Sterling ("GBP"), with a twenty-day volume weighted average share price of 1.088 GBP.
Further information with respect to LGO, including its most recent annual report, can be found on LGO's website at www.lenigasandoil.com.
Maxim also announces that Tim Bokenfohr, a director since September 17, 2007 has resigned from the board of directors of Maxim effective March 4, 2013. Accordingly, Maxim currently has four (4) directors on its board of directors.
The Proposed Transaction is subject to customary due diligence by the parties, the successful negotiation and execution of definitive agreements between the parties, and the receipt by each of Maxim and LGO of all requisite shareholder and regulatory approvals, including without limitation the approval of the TSX Venture Exchange.
About Maxim
Maxim is a junior oil and gas production and exploration company based in Vancouver, Canada. Maxim presently holds, through New Scotland Oil and Gas Limited, a 69% Net Revenue Interest in exploration and production of Jasmin within the South Erin Block, which cover 1,350 acres. After payout of the investment to Maxim, the Net Revenue Interest will reduce to 41%. Jasmin has drilled 5 wells to date and the exploration licenses for this Block allow for up to a further 42 wells to be drilled.
On behalf of the Board
"Arthur Brown"
Arthur Brown
President and CEO
For further information, please contact Arthur Brown, President and CEO of the Company at (604) 630-0280 or toll free at 1-888-882-8891. E-mail: info@maximresources.com http://www.maximresources.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, is forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.
A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com. The company does not undertake to update any forward-looking information except in accordance with applicable securities laws.