Manitok Energy Inc. (TSX-V: MEI) has agreed to acquire all of the issued and outstanding shares of Corinthian Oil Corp. from ARC Financial, management and other shareholders.
An aggregate of $3,100,000 Manitok shares will be issued to the holders of Corinthian shares at a deemed price of $0.070486665 per Manitok share, being the five day volume weighted average price of Manitok Shares prior to the execution of the amalgamation agreement on September 12, 2017. Approximately 43,979,949 aggregate Manitok shares will be issued to the Corinthian shareholders under the transaction.
Corinthian Oil Corp. is a private oil and gas company pursuing a technology-driven oil resource strategy in the Western Canadian Sedimentary Basin. The company was formed following the sale of Corinthian Exploration Corp. by ARC Financial and Annapolis Capital to Legacy Oil + Gas Inc. in July 2014 in an all-stock transaction valued at $230 million.
Manitok will acquire approximately 180 boe/d of production (25% oil and liquids) with related oil battery and gas gathering system, as well as over 120,000 acres of land including 100,000 acres of net undeveloped land primarily located in the Heathdale area of southern Alberta. The production is mainly from the Colony, Glauconitic and Detrital formations, on which Manitok has identified additional exploitation opportunities.
In addition to the production and land, there is approximately $2.9 million of net working capital, including $2.0 million of cash, which will increase Manitok’s liquidity, and not less than $5.0 million in total tax pools.
Corinthian intends to obtain a unanimous written resolution of Corinthian shareholders approving the transaction on or before September 22, 2017. In the event that such written resolution cannot be obtained by September 22, 2017, Corinthian will call a special meeting of the Corinthian shareholders to approve the transaction. In the event that the Corinthian meeting is called to approve the transaction, the Manitok share Consideration will be adjusted to the five day volume weighted average price of Manitok shares prior to the date of the Corinthian meeting.
Closing of the transaction will occur as soon as possible upon all of the conditions contained in the amalgamation agreement being satisfied or waived, including obtaining all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transaction, including the approval of the transaction by the Corinthian shareholders.
Manitok is a public oil and gas exploration and development corporation focusing on conventional oil and gas reservoirs in the Canadian foothills and southeast Alberta. Manitok will utilize its experience to develop the untapped conventional oil and liquids-rich natural gas pools in both the foothills and southeast Alberta areas of the Western Canadian Sedimentary Basin.
photo credit: Corinthian Oil