Mr. Marc Roberge reports
TRANSACTION WITH PERISSON PETROLEUM CORPORATION, CONSOLIDATION OF COMMON SHARES AND PRIVATE PLACEMENT OF A MAXIMUM OF $7,000,000
Road New Media Corp., to be named Perisson Petroleum Corp., has signed an agreement with Igual Holdings Corp., the parent company of Morichal Sinoco, S.A., and a representative of the shareholders of Igual in order to indirectly acquire a 100-per-cent undivided interest in a licence known as VMM-17 oil block project, which consists of 39,927 hectares located in the Middle Magdalena basin, province of Tolima, in the centre of the country of Colombia.
Perisson will acquire the properties through the acquisition of all of the issued and outstanding shares in the capital stock of Igual, namely 10,000 Igual shares, in exchange of 87,333,333 Class A common shares in the capital stock of the corporation (postconsolidation) at a value of 30 cents per common share for a total consideration of $26.2-million.
Concurrently with the completion of the acquisition, the corporation intends to make a non-brokered private placement of a minimum of $3-million and a maximum of $7-million with many investors, and, together with the acquisition, subject to all required regulatory approvals.
The transaction is subject to the approval of its shareholders on record at the close of business on Oct. 25, 2012, at a special shareholders meeting to be held on Nov. 27, 2012.
At the meeting, the shareholders will also be called to approve notably: i) a consolidation of the common shares on the basis of one postconsolidation common share for seven preconsolidation common shares; ii) the application for the transfer and the listing of the common shares on the Canadian National Stock Exchange; and iii) the change of the corporate name of Road New Media, to become Perisson Petroleum Corp. Furthermore, at the meeting, the shareolders will be called to require that, at the closing, if completed, Perisson move on with a reorganization to transfer to a wholly owned subsidiary, Ephemere Media Inc., its interests in its media assets it will own as at the date of the meeting and to distribute, at a subsequent date, all of the shares in the capital stock of Ephemere as a dividend to the shareholders of Perisson in its registers as of the date of the meeting, on the basis of one Ephemere share for every one common share (preconsolidation) or one preferred share held. For more details, please refer to the information circular of the corporation for the meeting available on SEDAR.
The transaction shall constitute an arm's-length transaction for the corporation within the meaning of the TSX Venture Exchange's policies and is subject to a number of conditions precedents, including the completion of the private placement, and the receipt of all requisite regulatory and corporate approvals.
A finder's fee shall be payable to Trans Globe Communications Inc. through the issuance of 4,165,000 common shares (postconsolidation) at a deemed price of 30 cents per common share. There is no other consideration to be paid.
About MSSA
MSSA is an exploration-stage enterprise that has participated in oil and gas projects located in Colombia under concession agreement VMM-17 since March 31, 2009, and which owns 100 per cent of the properties. To date, Igual has not found proven reserves and is considered to be in the exploration stage.
The properties are not owned by any person or entity other than Morichal Sinoco nor does any person or entity possess any proprietary rights or interests, of whatever nature, thereon. The properties constitute MSSA's only essential tangible assets.
Morichal Sinoco was incorporated on Aug. 22, 2005, under the Venezuela Company Act of the Bolivarian Republic of Venezuela under the name Morichal Petr leo y Gas C.A. Morichal Petroleo y Gas, C.A. changed its name to Morichal Sinoco by means of a shareholders meeting held on June 1, 2009, and registered on June 17, 2009.
Morichal Sinoco became a wholly owned subsidiary of Igual, a company duly incorporated under the Panama Company Act on July 4, 2011, following the exchange of shares and the issuance of new shares of Morichal Sinoco. Igual has its head office in Panama, Panama.
Pursuant to an agency and exclusive commercial agreement dated July 5, 2011, executed between Morichal Sinoco and Igual shall act as project manager for Morichal Sinoco and provide all exploration and extraction services relating to the property. Igual is the sole commercial operator of the property and, for all purposes, but not exclusively and specifically in regard of the property.
Xi Manhong, director, president and chief financial officer of MSSA, controls and directs MSSA. Furthermore, Chien-Yeh (Gary) Chen is serving as director and executive vice-president of MSSA.
FINANCIAL POSITION OF MSSA
ANNUAL AND INTERIM SELECTED INFORMATION
(in U.S. dollars)
Six months ended Year ended
June 30, Dec. 31, Dec. 31, Dec. 31,
2012 2011 2010 2009
Total revenue Nil Nil Nil Nil
Net loss (income) and
comprehensive
loss (income) ($120,265) $727,135 $1,086,640 $310,085
Properties
Apex Energy Consultants Inc. has prepared a resource evaluation of the properties signed by Michael Kamis, PEng, Robert Nicholas Martin, PGeol, and D. MacLellan, PEng, according to Regulation 51-101 respecting standards of disclosure for oil and gas activities. The technical report is available for viewing under corporation's profile on SEDAR. Mr. Kamis, Mr. Martin and Mr. MacLellan are qualified persons for the purpose of Regulation 51-101 and are considered independent of the corporation. The following information regarding the properties is derived from the technical report (available on SEDAR).
VMM-17 is located on the western and northwestern side of the Middle Magdalena basin in the country of Colombia approximately 100 kilometres northwest of Bogota as shown herebelow.
The VMM-17 licence totals approximately 400 square kilometres, 40,000 hectares (approximately 98,662 acres). There is a major oil pipeline within 15 km of the western side of VMM-17.
The VMM-17 licence is highly prospective for the discovery of oil even though the first wells drilled were dry. By highly prospective it is meant that there are four closed structures with two having documented down dip oil indications and the prospective resources of VMM-17 are as high as 37 per cent. This POS for an exploration project is considered by Apex to be high in its experience. The structures on VMM-17 are defined by 2-D seismic data acquired from Colombia government sources. The data were interpreted in 2010 and five prospects were defined. Four wells have been drilled on the VMM-17 licence but only one Lumbi-1 is optimally located. A large portion of the licence remains underexplored, having no seismic coverage whatsoever. The data used by Apex included original data provided by MSSA and other independent sources referenced in the bibliography and, were considered of good-enough quality to make resource estimates. Where data were insufficient such as at Lumbi-1, no resource values are given by Apex.
The prospective resources are postulated for the VMM-17 licence based upon reasonable assumptions for exploration risk and reserve estimates based upon data from offsetting wells and production. The Magdalena basin has had a long history of oil and natural gas production dating back to the 1950s. Based upon the prospective resources calculated to be present, the fields if found, could be commercially exploited. The prospective resources are from what is today termed conventional oil and gas reservoirs in sandstones with high porosity and permeability that can be completed with simple completion techniques as opposed to unconventional oil or gas shale or coal bed methane with low permeability requiring extensive application of fracturing technology to be commercially viable.
Apex's conclusions
The licence VMM-17 has excellent potential for the discovery of heavy oil in four different horizons and three structures containing substantial sand reservoir volume, and documented down dip oil shows in Yaguali-1 and Mendez-1. There is a contingent resource in Mendez-1 based upon three drill stem tests over apparent oil pay zones as delineated by wireline well logs. Economic analysis shows that the Mendez-1 contingent resource is commercial if higher flow rates are achieved by better completions than were tried in 1958 when the well was drilled. Commercial flow rates are anticipated in the event of new oil discoveries on the VMM-17 licence. The anticipated flow rates from the risked prospective resources lead to a favourable economic evaluation under the current fiscal regime within Colombia. The 20-per-cent net discounted value after return of investment is $199-million (U.S.). There is no certainty that any portion of the risked prospective resources will be discovered also, there is no certainty that once discovered the prospective resource will be commercially viable. In addition there is no certainty the discovered contingent resources in Mendez-1 will be commercially viable to produce any portion of those resources. The technical report has been prepared and filed with the authorities as supporting documentation for the proposed transaction.
Private placement
Concurrently with the completion of the transaction, the resulting issuer Perisson shall have completed a non-brokered private placement for total subscriptions of a minimum of $3-million and a maximum of $7-million. In consideration of said minimum and maximum amounts in received subscriptions, the resulting issuer will issue a minimum of 7.5 million common shares (postconsolidation) and a maximum of 17.5-million common shares (postconsolidation) at a deemed price of 40 cents per common share. Each common share issued will be subject to a mandatory holding period of four months and one day from the issuance of the common share. The resulting issuer shall pay a commission of 10 per cent of the gross proceeds, if any, of the private placement. The corporation will use the proceeds of the private placement to finance its working capital and to continue its exploration activities on the properties.
Pro forma capitalization
Once the transaction, the private placement and the consolidation are completed, a maximum total of 112,772,274 common shares (postconsolidation) shall be issued and outstanding. The current shareholders shall hold a total of 3,773,941 common shares (following the consolidation of 26,417,592 common shares and assuming the conversion of the 8,877,592 preferred shares (preconsolidation) issued and outstanding in the capital stock). The consideration paid for the properties will represent a total of 87,333,333 common shares (postconsolidation) (77.44 per cent of the issued and outstanding common shares). A finder's fee shall be payable through the issuance of 4,165,000 common shares (postconsolidation) (3.69 per cent of the issued and outstanding common shares). The investors subscribing under the private placement shall own a maximum of 17.5 million common shares (15.52 per cent of the issued and outstanding common shares). There is no stock option currently issued and outstanding under the stock option plan of the corporation.
Board of directors and senior management of the resulting issuer Perisson
The corporation is pleased to announce the appointment of new members on the board of directors, to consist of seven directors, and in the management team. All of the current directors and officers of the corporation will cease their functions, except Marc Roberge who will remain director and Dominique St-Louis who will remain chief financial officer with the resulting issuer Perisson. These changes will be effective upon closing of the transaction:
-
Chien-Yeh (Gary) Chen will join the board of directors and will become
chairman of the board of directors and chief executive officer.
- Michael Curtis will join the board of directors and will become
president.
- Robert Desjardins will join the board of directors.
- Xi Manhong will join the board of directors and will become general
manager.
- Jinbao Liu will join the board of directors.
- Serge Racine will join the board of directors.
Michael Curtis, president and director of the resulting issuer
Mr. Curtis is president and chief executive officer of Opal Energy Corp. since September, 2008, an independent exploration and production company of British-Columbia focused on developing natural gas resources. He is also president and chief executive officer of Nevado Resources Corporation since January, 2011. Mr. Curtis has over 35 years of experience in the Canadian financial industry in the areas of trading, research, corporate finance and the management of public companies. In 1998, he founded Cardwell Capital Inc., of which he is president and director since that time, which is a private investment and trading corporation that invests in small and mid-capitalization public companies trading in North American markets. He was also a director of Argex Silver Capital (October, 2009, to February, 2011), MD Multimedia Inc., VVC Exploration Corporation, AAER Inc., Holding Cle d'Or Inc. (October, 2005, to July, 2007) and Zunpintra Corporation Inc. He has been president, chief executive officer and director of Roadrunner Oil and Gas Inc. (December, 1992, to December, 2009), and of Pershimco Resources Inc. (August, 2007, to February, 2008), a Canadian-based resource exploration corporation trading on the TSX Venture Exchange. Mr. Curtis is currently a director of Quinto Real Capital Corporation since January, 2010, Kokanee Minerals Inc. since March, 2012, TomaGold Corporation since December, 2012, Nevado Resources Corporation since June, 2011, St-George Platinum and Base Metals Ltd. (March, 2010, to October, 2010), Cellstop Systems Inc. since March, 2010, and Opal Gold Mines Inc. since September, 2008. Mr. Curtis attended the Concordia University obtaining a degree in commerce in 1979.
Chien-Yeh (Gary) Chen, chief executive officer, chairman of the board of the resulting issuer
Mr. Chen has been executive vice-president of Morichal Sinoco since February, 2011, and of Igual. Mr. Chen served as vice-president business development of Noveko International. Before joining Noveko, he was president and founder of Unitam International Management Corporation Inc. Since Unitam's inception in 1998, Mr. Chen has worked with clients in the construction, energy, life sciences and technology sectors to establish sales and distribution activities, joint venture partnerships, and original equipment manufacturing operations throughout Asia.
Dominique St-Louis, chief financial officer of the resulting issuer
Mr. St-Louis holds a bachelor in business administration from Ecole des Hautes Etudes Commerciales and began his career as a chartered accountant at Mallette-Maheu where for 10 years, he developed extensive expertise in finance and business. He later worked as executive producer in different Quebec companies to find financing and/or create productions both on the local scene and internationally. He currently performs his duties in Sajy Communication.
Serge Racine, director and secretary of the resulting issuer
Mr. Racine graduated in civil and common law from the University of Ottawa in 1986 and 1987 respectively. Member of the Quebec Bar since 1988, he also holds a master's degree in taxation from the Universite de Sherbrooke which he completed in 1992. He is a partner at the law firm Seguin Racine, Attorneys, and is jointly responsible for the taxation sector. Mr. Racine's practice involves representing the interests of business leaders, both in the context of tax planning and representations before the courts or administrative bodies.
Robert Desjardins, director of the resulting issuer
Mr. Desjardins holds a bachelor of commerce from the Ecole des Hautes Etudes Commerciales (HEC) and is a member of the Corporation des Administrateurs Agrees du Quebec. He has been president of Robert G. Desjardins & Associates Inc., a firm specializing in corporate finance and the development of financial products, since 1989. Since 2001, Mr. Desjardins is a director of Strateco Resources Inc. and a member of its audit committee. Mr. Desjardins is currently a director of a mining exploration company, TomaGold Corporation, and has also been director of a capital pool corporation, San Anton Capital Inc. (Edleun Group, Inc. since its transaction in May, 2010), from April, 2007, to May, 2010.
Jinbao Liu, director of the resulting issuer
Mr. Liu holds a bachelor's degree from the department of geophysical exploration at the ChangChun Geological University of China, and an MBA from Preston University, in Wyoming, United States. Mr. Liu has worked for BGP Corporation for over 20 years and has been vice-president of BGP International since April, 2003. Among other achievements, Mr. Liu participated in developing SAAS software for seismic exploration parameters design/analysis. He also established the BGP Pakistan and BGP Kazakhstan management projects, running the projects successfully in both countries as general manager. Mr. Liu participated in the set-up of BGP's cash management system for Shell in Nigeria and successfully managed both the Peru project in the mountains/rainforest area, as well as the largest oil and gas exploration project for Pemex in the North of Mexico.
Manhong Xi, director and general manager of the resulting issuer
Ms. Xi has been director, president and chief financial officer of Morichal Sinoco since June, 2009, and of Igual. Previously, she was working as an engineer for China Petroleum and Gas Exploration and Development Company of CNPC from October, 2004, to May, 2009, and for the Planning and Design Institute of Qinghai Oilfield from September, 1980, to September, 2004. Ms. Xi is an engineer who has graduated from the Xian College of Mine.
Marc Roberge, director
Mr. Roberge is the president and chief executive officer of Groupe Sajy Inc., a private company in Quebec, since August, 1984. His is also the president and chief executive officer of CompagnondeRoute.ca, a company in the field of multimedia and electronic commerce, since its inception in July of 2000. CompagnondeRoute.ca had performed a reverse takeover with Transcend Capital Corporation on April 19, 2002.
Completion of the transaction and the consolidation are subject to a number of conditions. The transaction and the consolidation 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.
We seek Safe Harbor.
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