TORONTO, ONTARIO–(Marketwired – May 29, 2017) – Carlaw Capital V Corp. (“Carlaw” or the “Corporation“) (TSX VENTURE:CVC.P) is pleased to announce that it has entered into a definitive acquisition agreement (the “Definitive Agreement“) with Charrua Hydrocarbons Company Ltd (“Charrua”), which sets forth the general terms and conditions pursuant to which Carlaw has agreed to acquire all of the issued and outstanding shares in the capital of Charrua (the “Proposed Transaction“). All references to $ or dollars in this press release shall refer to Canadian dollars unless otherwise indicated.
Background
Pursuant to the Definitive Agreement, Carlaw has agreed to acquire all of the issued and outstanding shares in the capital of Charrua (the “Charrua Common Shares”) by way of a “three-cornered merger” pursuant to the provisions of the BVI Business Companies Act (Territory of the British Virgin Islands) (the “BVI Act”). Pursuant to a merger agreement to be entered into between Charrua, Carlaw and a wholly-owned subsidiary of Carlaw to be incorporated under the BVI Act (“Carlaw Capital Sub”) will merge (the “Merger”) to form a new merged corporation and the separate existence of Charrua and Carlaw Capital Sub will cease. The surviving merged corporation will be a wholly-owned subsidiary of Carlaw.
The Proposed Transaction will constitute a reverse take-over of Carlaw by Charrua where the existing shareholders of Charrua will own, assuming completion of the Concurrent Financing (as defined below), a majority of the outstanding common shares in the capital of Carlaw (the “Carlaw Common Shares”).
The Proposed Transaction is expected to constitute Carlaw’s “qualifying transaction” pursuant to the policies of the TSX Venture Exchange (the “TSXV”).
The Qualifying Transaction
As consideration for the acquisition of all of the outstanding securities of Charrua, the holders of the Charrua Common Shares will receive for each Charrua Common Share such number of Carlaw Common Shares as is equal to the price per share at which the Charrua Common Shares are issued pursuant to the Concurrent Financing (as defined below) divided by the deemed price of $0.40 per Carlaw Common Share (the “Exchange Ratio”). The current issued and outstanding share capital of Carlaw consists of 4,180,000 Carlaw Common Shares, options to purchase up to 320,000 Carlaw Common Shares pursuant to Carlaw’s stock option plan and charitable options to purchase up to 200,000 Carlaw Common Shares.
Significant Conditions to Closing
The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of definitive transaction documentation, approval by both boards of directors, approval of Charrua shareholders, obtaining necessary third party approvals, TSXV acceptance and the completion of a brokered private placement of not less than $25 million (the “Concurrent Financing”). There can be no assurance that the Proposed Transaction or the Concurrent Financing will be completed as proposed or at all.
Arm’s Length Qualifying Transaction
The Proposed Transaction will not constitute a non-arm’s length qualifying transaction or a related party transaction pursuant to the policies of the TSXV. The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV.
A comprehensive press release with further particulars relating to the Proposed Transaction, including details regarding the Concurrent Financing will follow in accordance with the policies of the TSXV.
About Charrua Hydrocarbons Company
Charrua is a privately-held oil and gas company, incorporated under the laws of the British Virgin Islands. Charrua’s focus is on producing assets and development assets with proven reserves and exploration potential onshore in Peru and Argentina. Charrua is led by an experienced geo-technical team, including geologists and reservoir engineers with an extensive track-record in Latin American oil and gas projects. Charrua has acquired an interest in five blocks and is currently negotiating the acquisition of interest in three additional blocks.
About Carlaw Capital V Corp.
Carlaw Capital V Corp. is a capital pool company formed under the TSXV capital pool company program.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, 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.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Carlaw assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Carlaw. Additional information identifying risks and uncertainties is contained in filings by Carlaw with the Canadian securities regulators, which filings are available at www.sedar.com.
The Carlaw Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Carlaw is a reporting issuer in the Provinces of Ontario, Alberta and British Columbia.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Any securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act.
Amar Bhalla
Chief Executive Officer, Chief Financial Officer
and Corporate Secretary
(416) 922-9060
Charrua Hydrocarbons Company Ltd
Guzman Fernandez
+59895639904