Manas Completes Albanian Transaction
Newswire Services
February 26, 2010
Baar, Switzerland -- Manas Petroleum ("Manas") (OTCBB: MNAP) is pleased to report that in conjunction with the binding letter-of-intent dated November 19, 2009, it has completed the sale of all of the issued and outstanding securities of Manas Adriatic GmbH ("Subsidiary") under the Share Purchase Agreement dated February 12, 2010 (the "SPA") with WWI Resources ("WWI" or "Petromanas"), a TSX-V listed company. The Subsidiary was a wholly-owned subsidiary of DWM Petroleum AG ("DWM"), which is a wholly-owned subsidiary of Manas. In connection with the completion of the sale of the Subsidiary ("Closing"), WWI changed its name from WWI Resources Ltd. to Petromanas Energy Inc. The Petromanas common shares will commence trading under the new name on the TSX Venture Exchange.
Prior to Closing, DWM reorganized its affairs such that the Subsidiary became the sole owner of three onshore oil and gas production sharing contracts covering six licenses (the "Licenses") located in Albania and held a loan of US$8.5 million in relation to the Albanian operations.
To repay this loan previously made by DWM to the Subsidiary and its predecessors in title to the Licenses, Petromanas transferred approximately US$8.5 million to the Subsidiary and then the Subsidiary reimbursed DWM approximately US$8.5 million for the loan.
Pursuant to the SPA, DWM sold all of the issued and outstanding securities of the Subsidiary in consideration for:
(i) CDN$2,000,000 paid to DWM at Closing, and
(ii) 100,000,000 Petromanas common shares issued to DWM at Closing.
Pursuant to the SPA, Petromanas will issue up to an additional 150,000,000 Petromanas common shares to DWM as follows:
(i) 100,000,000 Petromanas common shares on the earlier of June 23, 2011 and the completion of the first well on the Licenses by the Subsidiary;
(ii) 25,000,000 Petromanas common shares if on or prior to February 24, 2020, the Subsidiary receives a report prepared pursuant to National Instrument 51-101 ("NI 51-101") confirming that the Licenses have 2P reserves of not less than 50,000,000 barrels of oil equivalent ("BOE"), and,
(iii) If on or prior to February 24, 2020, the Subsidiary receives a report prepared pursuant to NI 51-101 confirming that the Licenses have 2P reserves in excess of the 50,000,000 BOEs, and, that for each additional 50,000,000 BOEs over and above the initial 50,000,000 BOEs discussed in (ii) above, an additional 500,000 Petromanas common shares will be issued up to a maximum of 25,000,000 common shares.
Petromanas has also raised gross proceeds of CDN$25,000,000 through a private placement of 100,000,000 units at a price of CDN$0.25 per unit. Each unit consists of one common share and one warrant, where each warrant grants the holder the right to purchase one additional Petromanas common share at a price of CDN$0.45 per share for a period of five years expiring February 23, 2015. A cash fee of 5% of the funds raised was paid on closing of the private placement.
After Closing, DWM has ownership and control over 100,000,000 Petromanas common shares and the right to acquire a further 150,000,000 Petromanas common shares. The 100,000,000 Petromanas common shares represent approximately 30.47% of the issued and outstanding Petromanas common shares. Assuming DWM acquires the additional 150,000,000 Petromanas common shares it would hold an aggregate of 250,000,000 Petromanas common shares representing approximately 52.28% of the partially diluted issued and outstanding Petromanas common shares.
At Closing the Subsidiary held a 100% working interest in three Production Sharing Contracts ("PSCs") in Albania covering 1.7 million acres of onshore blocks. The PSCs encompass Blocks A, B, D & E in which there have been nine large structures already identified, and Blocks 2 & 3 which contain three large structures.
Lastly, Manas is pleased to report that there is a new board and management team of Petromanas. Petromanas and Manas have each appointed three directors to the board of Petromanas and Manas has appointed the management team.
Prior to Closing, DWM reorganized its affairs such that the Subsidiary became the sole owner of three onshore oil and gas production sharing contracts covering six licenses (the "Licenses") located in Albania and held a loan of US$8.5 million in relation to the Albanian operations.
To repay this loan previously made by DWM to the Subsidiary and its predecessors in title to the Licenses, Petromanas transferred approximately US$8.5 million to the Subsidiary and then the Subsidiary reimbursed DWM approximately US$8.5 million for the loan.
Pursuant to the SPA, DWM sold all of the issued and outstanding securities of the Subsidiary in consideration for:
(i) CDN$2,000,000 paid to DWM at Closing, and
(ii) 100,000,000 Petromanas common shares issued to DWM at Closing.
Pursuant to the SPA, Petromanas will issue up to an additional 150,000,000 Petromanas common shares to DWM as follows:
(i) 100,000,000 Petromanas common shares on the earlier of June 23, 2011 and the completion of the first well on the Licenses by the Subsidiary;
(ii) 25,000,000 Petromanas common shares if on or prior to February 24, 2020, the Subsidiary receives a report prepared pursuant to National Instrument 51-101 ("NI 51-101") confirming that the Licenses have 2P reserves of not less than 50,000,000 barrels of oil equivalent ("BOE"), and,
(iii) If on or prior to February 24, 2020, the Subsidiary receives a report prepared pursuant to NI 51-101 confirming that the Licenses have 2P reserves in excess of the 50,000,000 BOEs, and, that for each additional 50,000,000 BOEs over and above the initial 50,000,000 BOEs discussed in (ii) above, an additional 500,000 Petromanas common shares will be issued up to a maximum of 25,000,000 common shares.
Petromanas has also raised gross proceeds of CDN$25,000,000 through a private placement of 100,000,000 units at a price of CDN$0.25 per unit. Each unit consists of one common share and one warrant, where each warrant grants the holder the right to purchase one additional Petromanas common share at a price of CDN$0.45 per share for a period of five years expiring February 23, 2015. A cash fee of 5% of the funds raised was paid on closing of the private placement.
After Closing, DWM has ownership and control over 100,000,000 Petromanas common shares and the right to acquire a further 150,000,000 Petromanas common shares. The 100,000,000 Petromanas common shares represent approximately 30.47% of the issued and outstanding Petromanas common shares. Assuming DWM acquires the additional 150,000,000 Petromanas common shares it would hold an aggregate of 250,000,000 Petromanas common shares representing approximately 52.28% of the partially diluted issued and outstanding Petromanas common shares.
At Closing the Subsidiary held a 100% working interest in three Production Sharing Contracts ("PSCs") in Albania covering 1.7 million acres of onshore blocks. The PSCs encompass Blocks A, B, D & E in which there have been nine large structures already identified, and Blocks 2 & 3 which contain three large structures.
Lastly, Manas is pleased to report that there is a new board and management team of Petromanas. Petromanas and Manas have each appointed three directors to the board of Petromanas and Manas has appointed the management team.
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