TO U.S. NEWS AGENCIES CLEMSON RESOURCES CORP. Clemson Resources Completes Transaction with Oyster Oil and Gas Limited
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
CLEMSON RESOURCES CORP.
Suite 918-1030 West Georgia Street Vancouver, British Columbia Canada V6E 2Y3 Tel. No. (604) 628-5621 ♦ Fax No. (604) 662-7950
Clemson Resources Completes Transaction with Oyster Oil and Gas Limited
Vancouver, British Columbia – March 12, 2013 –Clemson Resources Corp. (TSX-V:CRZ) (the “Company”) is pleased to announce that it has completed the business combination with Oyster Oil and Gas Limited (“Oyster”) such that Oyster is now a wholly-owned subsidiary of the Company. As an arm’s length transaction (previously announced by news releases on February 4 and 5, 2013), the Company issued to the Oyster shareholders an aggregate 9,485,727 common shares (the “Payment Shares”) at a deemed per share value of $0.35 and non-transferable warrants (the “Payment Warrants”) entitling the purchase of an aggregate 5,891,111 common shares of the Company at an exercise price of $0.44 per share until September 12, 2015.
In connection with the acquisition, the Company also issued 250,000 common shares at a deemed per share price of $0.35 to an arm’s length entity for introducing the Company to Oyster.
Certain of the consideration securities (8,342,051 Payment Shares and Payment Warrants entitling the purchase of 5,180,827 common shares) are subject to voluntary escrow provisions providing for release of the securities from escrow over 36 months. All Payment Shares issued in connection with the Oyster acquisition, including common shares which may be acquired upon the exercise of the Payment Warrants, are subject to a hold period until July 13, 2013, in accordance with applicable securities legislation.
In addition, if within 18 months of closing of the acquisition Oyster enters into one or two agreements for the acquisition by Oyster of a property in East Africa or elsewhere that the Board of Directors of the Company considers to be in the best interests of the Company’s shareholders, then for each of such one or two agreements the Company will issue to the Oyster shareholders an aggregate 1,853,785 additional common shares of the Company and additional warrants for the purchase of up to an aggregate 1,166,945 common shares of the Company on the same terms as the Payment Warrants.
Concurrent with closing of the Oyster acquisition, James Gillis has resigned as a director of the Company and Michael Wood, the founder and a former director of Oyster, has been appointed as a director of the Company and as the Company’s Chief Operating Officer. The Company’s Board of Directors thanks Mr. Gillis for his service as a director since May 2009 and for his time and contributions on the Company’s behalf.
About Oyster Oil and Gas Limited
Oyster is incorporated under the laws of the British Virgin Islands and holds an interest in four license blocks (Blocks 1, 2, 3 and 4) located in the Republic of Djibouti pursuant to a Production Sharing Contract from the Government of Djibouti. Djibouti is located in Northeast Africa on the western side of the Gulf of Aden at the southern entrance to the Red Sea.
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For further information please contact:
Martin Bajic, Chief Financial Officer Tel: (604) 628-5621 Fax: (604) 662-7950
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain statements that may be deemed “forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors should change, except as required by law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.