19:04:53 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Viking Gold Exploration Inc
Symbol VGC
Shares Issued 79,778,229
Close 2015-05-15 C$ 0.005
Market Cap C$ 398,891
Recent Sedar Documents

Viking Gold to acquire Valor Energy

2015-06-30 09:45 ET - News Release

Mr. Mark Edwards reports

VIKING SIGNS OPTION TO ACQUIRE VALOR ENERGY LTD. WITH PLAN TO FORM A SEPARATE PUBLIC COMPANY

Viking Gold Exploration Inc. has entered into a letter of agreement with Valor Energy Ltd. granting Viking the option to acquire all of the issued and outstanding shares of Valor. Under the terms of the letter agreement, Viking will undertake an arrangement whereby Valor will become a publicly traded reporting issuer and Viking shareholders will receive a partial interest in that new company. The following steps will be taken:

  • Viking will form a wholly owned subsidiary company called "New Valor."
  • Under the letter agreement Viking has the right to acquire 100 per cent of the shares of Valor on the basis of 12 common shares of Viking for each issued and outstanding share of Valor. Valor currently has 77,582,697 ordinary shares issued and outstanding.
  • The right of Viking under the letter agreement to acquire Valor will be assigned to New Valor and, if assigned, the provisions of the letter agreement will be adjusted accordingly.
  • Following assignment of the letter agreement to New Valor, New Valor will complete the acquisition of Valor by the issuance of common shares of New Valor to the shareholders of Valor based on a comparable exchange ratio.
  • Viking will distribute out a portion of the shares of New Valor that it will hold to all existing Viking shareholders and Viking will retain the balance of the shares.
  • New Valor will complete a private placement. The amount and structure are to be determined.
  • New Valor will loan to Viking $25,000 on terms to be negotiated and advance the sum of $50,000 to offset some of the costs of this transaction.
  • Viking will consider transferring its listing to the Canadian Securities Exchange.

These steps are collectively referred to as the transaction.

It is anticipated that on completion of the transaction Viking and its shareholders will hold approximately 8.0 per cent of the issued and outstanding common shares of New Valor, prefinancing.

The result of these steps is that Viking will continue to be a publicly traded company that will hold all of its existing properties and liabilities, and New Valor will be a separate public company.

Valor Energy Ltd. is a British Virgin Islands company, which is exploring for oil and gas in Southern Africa. Valor Energy has an option to earn a 100-per-cent working interest through a farm-out agreement with Pelkbuck Oil and Gas Ltd. in Botswana. The specific area chosen for the farm-out was identified following a scoping study of the potential oil and gas licence blocks. A study performed by Advanced Research Institute (ARI) of Arlington, Va., spotlighted the potential for methane gas in coal and also alerted to the potential within the carbonaceous units of the sediments.

Dr. Mark Hall, a director of Valor, will be the president and chief executive officer of New Valor. Dr. Hall is a South African Professional Engineer with a BSc engineering degree coupled with an MBA and LLB degree, with 20 years of operational experience in oil and gas development, hydrocarbons and power generation, as well as minerals and metals development. Dr. Hall has spent 12 years of his career as managing director of various companies, has held positions as chief engineer, project director and contracts manager prior to being the regional director for Africa for the international engineering and project company, WorleyParsons. Dr. Hall also held the position of senior vice-president to the Canadian-based global engineering and project delivery company, SNC-Lavalin Inc.

This transaction is scheduled to close on or before Sept. 15, 2015.

This entire series of transactions will be subject to regulatory, court and shareholder approvals.

We seek Safe Harbor.

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