Maxim Resources seeks to sue Jasmin over non-disclosure

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2012-03-02 21:07 ET - News Release

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Mr. Arthur Brown reports

 

MAXIM SHAREHOLDER UPDATE

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Maxim Resources Inc. is providing this shareholder update with respect to the net revenue interest agreement Maxim and New Scotland Oil & Gas Inc. have with Jasmin Oil and Gas Ltd.

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Maxim, through New Scotland, entered into a net revenue interest agreement dated May 26, 2009, with Jasmin. This agreement was a reworking of the previous agreement between the companies that established an industry-standard working interest relationship for the investment made by Maxim.

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Maxim at the time agreed to the net revenue interest agreement because Jasmin was withholding financial information Maxim required to complete its annual audited financial statements under the previous agreement. These actions by Jasmin resulted in Maxim being placed under a cease trade order by the B.C. Securities Commission on May 4, 2009.

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The net revenue interest agreement entitled New Scotland, and in turn Maxim, to 69 per cent of the net revenue received by Jasmin from production within the South Erin block. The property and sublicence that Jasmin has with Petroleum Company of Trinidad and Tobago cover 1,350 acres and allow for up to 42 wells to be drilled and produced. After payout of the principal investment to Maxim, the net revenue interest would be reduced to 41 per cent. Jasmin has drilled and produced five wells to date.

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Once Maxim agreed to the net revenue interest agreement, Jasmin provided the requisite financial information that enabled Maxim to file its annual audited financial statements and make application to the BCSC for the cease trade order to be revoked on Aug. 5, 2009.

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Since early 2009, Maxim and New Scotland have attempted to negotiate a purchase of Jasmin and its operations. During this period of time, Jasmin and its shareholders have agreed in principle to multiple purchase and sale agreements with Maxim, and in turn Maxim secured conditional financing and partners to conclude the acquisition of Jasmin. The financiers and partners agreed with Maxim's evaluation and opportunity to acquire Jasmin and preserve the value of the existing investment, as well as develop the additional opportunity held by Jasmin through the sublicence over the South Erin block.

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However, Jasmin and its shareholders were unable or unwilling to meet the requested disclosure conditions required by Maxim's financiers. Jasmin has also not remitted any net revenue based on the 69-per-cent net revenue interest agreement since commencement of operations in the South Erin block.

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As a result of these factors, Maxim was left with little to no choice but to consider legal action to resolve this situation and secure its existing investment.

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..In accordance with the litigation rules in Trinidad, West Indies, Maxim was required to issue a preaction protocol letter to Jasmin in an attempt to resolve any issues before commencing litigation. Maxim's litigation counsel completed this requirement but has not received a response from Jasmin.

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Maxim recently requested the financial information from Jasmin it requires to complete its annual audited financial statements for 2011. This information is similar to the information requested and denied in 2009. Jasmin has once more refused in writing to provide the requisite financial information Maxim requires to substantiate and qualify its invested capital in Jasmin, which is necessary information to permit Maxim to verify that Jasmin is complying with its obligations under the net revenue interest agreement.

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As a result of the actions taken by Jasmin, it is with regret that Maxim is left with no choice but to commence litigation. Maxim has instructed its Trinidad counsel to initiate court proceedings in the Trinidad Court.

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