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Acme Gold Company Ltd
Symbol AGE
Shares Issued 13,095,001
Close 2024-10-18 C$ 0.02
Market Cap C$ 261,900
Recent Sedar Documents

Acme Gold signs LOI to acquire Canadian Global Energy

2024-11-06 15:56 ET - News Release

Mr. Don Crossley reports

ACME SIGNS LETTER OF INTENT TO ACQUIRE AN OFFSHORE HYDROCARBON RECONNAISSANCE LICENSE, LIBERIA

Acme Gold Company Ltd. has entered into a non-binding letter of intent, dated effective Nov. 5, 2024, with Canadian Global Energy Corp. (CGE), an arm's-length private oil and gas company, in respect of a proposed transaction, whereby the company will acquire all of the issued and outstanding common shares of CGE on the basis of 1,600 common shares of the company for each CGE share. The transaction would result in CGE shareholders holding approximately 87 per cent of Acme on a non-diluted basis and prior to giving effect to the concurrent financing (as defined as follows), which would constitute a reverse takeover of Acme by CGE. Upon completion of the transaction, it is anticipated that CGE will become a wholly owned subsidiary of Acme and Acme will carry on the business of CGE as currently constituted.

CGE holds 100 per cent of offshore hydrocarbon reconnaissance licence No. LPRA-002 issued by the Liberia Petroleum Regulatory Authority. The reconnaissance licence comprises blocks LB-26, LB-30 and LB-31 -- three contiguous blocks encompassing 8,934 square kilometres (approximately 2.2 million acres), nearly 40 per cent of Liberia's offshore Harper basin. Existing 2-D seismic data and 6,100 square kilometres (approximately 1.5 million acres) of high-quality 3-D seismic data define the block's prospective resource. This prospective resource is hosted in the prolific deepwater fan/channel play -- one that contains the multibillion-barrel producing hydrocarbon accumulations in Guyana, Ghana and neighbouring Ivory Coast directly east of the Harper basin.

Under the terms of the letter of intent, the proposed principal terms of the transaction include that the company will: (i) apply to list its common shares for trading on the TSX Venture Exchange under the symbol BLU and voluntarily delist its common shares from the Canadian Securities Exchange; (ii) continue into the province of Alberta and change its name to Blu Energies Ltd.; (iii) consolidate its common shares on a one-for-two basis; and (iv) reconstitute its board of directors and management to include such individuals as will be determined by CGE.

In connection with the completion of the transaction, the company expects to undertake a private placement. Further information regarding the concurrent financing and the applicable terms will be provided as soon as available. No finders' fees or commissions are payable in connection with the transaction although finders' fees may be paid in connection with the concurrent financing.

Completion of the transaction remains subject to a number of conditions, including the completion of satisfactory due diligence; the negotiation and finalization of definitive documentation; the receipt of any required regulatory, shareholder and third party consents, approvals and authorizations; the TSX-V having conditionally accepted the listing of the company's common shares; the CSE having consented to the voluntarily delisting of the company's common shares; and the satisfaction of other customary closing conditions.

Readers are cautioned that the letter of intent does not bind the company to complete the transaction and will automatically terminate after 31 days in the event a definitive agreement cannot be reached. The transaction cannot close until the required approvals are obtained and the aforementioned conditions are satisfied. There can be no assurance that the transaction will be completed as proposed or at all or that the company's common shares will be listed and posted for trading on the TSX-V as proposed.

Additional information regarding the transaction will be made available under the company's profile on SEDAR+ as such information becomes available.

We seek Safe Harbor.

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