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Coral Sea Resources and Sagres Energy enter into letter of intent for the reverse take-over of Coral Sea Resources
Coral Sea Resources and Sagres Energy enter into letter of intent for the reverse take-over of Co...
About this update from Canasia Energy Corp
[{"type":"text","content":"\n\n\n\nSep. 24, 2009 (Canada NewsWire Group) -- CALGARY, Sept. 24 /CNW/ -- Coral Sea Resources Inc. (\"Coral Sea\") (TSXV: CSX) and Sagres Energy Inc. (\"Sagres\"), an international oil and gas exploration company with an offshore exploration portfolio in Jamaica, are pleased to announce that they have entered into a non-binding letter of intent today for the acquisition by Coral Sea of all the outstanding shares of Sagres (the \"Acquisition\"). Prior to or concurrent with the Acquisition, Coral Sea proposes to complete a brokered private placement offering of subscription receipts for gross proceeds of not less than $2.4 million (the \"Coral Sea Private Placement\").Overview of the AcquisitionUnder the letter of intent, each outstanding common share of Sagres will be exchanged for one common share of Coral. It is currently contemplated that the Acquisition will occur by way of a three-cornered amalgamation and will result in a reverse take-over of Coral Sea by Sagres. There are currently outstanding 1,333,334 common shares of Coral Sea and approximately 30 million common shares of Sagres. It is expected that not less than 7.5 million common shares of Sagres will be issued pursuant to the Sagres brokered private placement offering described below.The letter of intent is non-binding except for obligations relating to a period of exclusive dealing, confidentiality and other non-material matters. If a definitive agreement is reached (including the entering into of lock-up agreements with directors and officers of Coral Sea and the requisite number of Coral Sea shareholders), the parties expect to complete the Acquisition as soon as possible and by no later than January 2010 subject to the receipt of all necessary regulatory and other approvals and satisfaction of all other customary closing conditions, including the completion by Coral Sea of the Coral Sea Private Placement. To proceed, the Acquisition must be approved by the TSX Venture Exchange and Coral Sea shareholders at a meeting which is expected to be held in the fourth quarter of 2009 and by no later than the end of January 2010. Further details concerning the Acquisition and other matters referred to in this news release will be announced if and when a definitive agreement is reached.Overview of the Coral Sea Private PlacementPrior to or concurrent with the Acquisition, ...