CALGARY, AB / ACCESSWIRE / June 15, 2015 / ACL International Ltd. (TSXV: ACL.H) (“ACL” or the “Corporation“) is pleased to announce that it has completed its acquisition of a 50% working interest in a Technical Assistance Contract for a block referred to as “Langsa TAC” (the “Assets“) located offshore, North Sumatra, Indonesia, from Blue Sky Langsa Ltd (“BSL“) (the “Transaction“). Subject to final Exchange acceptance, 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 (the “Exchange“) and will enable the Corporation to list for trading on the Exchange as a Tier 1 Oil and Gas Exploration Issuer.
Pursuant to the Transaction, ACL has acquired the Assets from BSL, in exchange for which ACL has issued to BSL cash of $100,000 and an aggregate of 81,871,667 common shares in the capital of the Corporation (“Common Shares“) at a deemed price of $0.12 per Common Share for a total deemed purchase price of $9,924,600.00. All of the Common Shares will be subject to a four-month hold period and 74,871,667 of the 81,871,667 Common Shares will be deposited under a value security escrow agreement, whereunder an 18-month escrow period will apply; with 25% being releasable on receipt of final Exchange approval and 25% being releasable every six months thereafter.
In connection with the Transaction, the Corporation paid a fee of $528,730.00 to David Galbraith in consideration for the assistance provided by Mr. Galbraith in completing the Transaction. The finder’s fee was paid in Common Shares at a deemed price of $0.12 per share, for an aggregate of 4,406,083 Common Shares.
In connection with the Transaction, Tony Consalvo, Douglas Farmer and Norman Cournoyer resigned as directors of the Corporation, and Mohammad Fazil, Harvey Lalach and James Muraro were appointed to the board of directors of the Corporation. Mohammad Fazil was appointed the President and Chief Executive Officer of the Corporation and Harvey Lalach was appointed the Chief Financial Officer and Corporate Secretary of the Corporation. Effective upon closing of the Transaction, therefore, the following individuals comprise all of the directors and officers of the Corporation: Mohammad Fazil (President, Chief Executive Officer and a Director); Harvey Lalach (Chief Financial Officer, Corporate Secretary and a Director); James Muraro (Director) and Robert Sadleir (Director).
Following closing of the Transaction, the Corporation granted an aggregate of 6,000,000 incentive stock options under its stock option plan to its officers and directors and to a key contractor. Each option entitles the holder thereof to purchase one Common Share in the capital of ACL for a period of five years at a price of $0.12 per share, being the same deemed price per share used for the Transaction. The options will vest over a period of three years, with 15% of the options vesting 6 months after the date of issuance, another 15% vesting after 12 months, another 35% after 24 months and the remaining 35% after 36 months. The stock options are not transferrable. The common shares issued upon exercise of the stock options will be subject to a four month resale restriction from the date of grant.
After giving effect to the Transaction, the total issued and outstanding capital of ACL consists of 95,882,934 Common Shares and 6,000,000 Incentive Options.
The TSXV has previously granted conditional approval to the listing of the Common Shares of the Corporation resulting from the Transaction. Pending satisfactory review of such final materials by the Exchange, it is expected that the Common Shares will resume trading under its current trading symbol, “ACL” one day after the publication by the TSXV of its final listing bulletin.
For further details regarding the Transaction, including detailed profiles of the individuals that have been appointed officers and directors of the Corporation, readers are encouraged to make reference to the Filing Statement of the Corporation that was filed on June 4, 2015 and is available under the Corporation’s profile at www.sedar.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ACL International Ltd.
Mohammad Fazil, President and CEO
Telephone: (403) 613-7310
READER ADVISORY
Investors are cautioned that, except as disclosed in the Filing Statement 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 ACL should be considered highly speculative.
Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expects” and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of ACL. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and ACL does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested 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.
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.
Not for distribution in the United States or through United States wire services.
SOURCE: ACL International Ltd.
ReleaseID: 429839
