To U.S. News Agencies Clemson Resources Corp.
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) 628-2650
Clemson Enters Into Amended and Restated Share Exchange Agreement with Oyster Oil and Gas Limited
Vancouver, British Columbia – February 5, 2013 – Further to its news release of February 4, 2013, Clemson Resources Corp. (TSX-V:CRZ) (the “Company”) announces that it has entered into an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) dated February 4, 2013 with Oyster Oil and Gas Limited (“Oyster”) and its shareholders (the “Oyster Shareholders”) for the acquisition (the “Transaction”) by the Company of all of the issued and outstanding shares of Oyster in exchange for shares and warrants of the Company. Oyster and the Oyster Shareholders are at arm’s length to the Company.
The Share Exchange Agreement provides that the Oyster Shareholders will exchange all of the issued and outstanding shares of Oyster (the “Oyster Shares”) to the Company in exchange for 9,485,727 common shares of the Company at a deemed price of $0.35 a share and nontransferable warrants for the purchase of up to 5,891,111 common shares of the Company at an exercise price of $0.44 per share, for a period of 30 months from the date of issue (the “Payment Warrants”). In addition, if within 18 months of the closing of the Transaction, 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 1,853,785 additional common shares of the Company and warrants for the purchase of up to an additional 1,166,945 common shares of the Company on the same terms as the Payment Warrants.
On closing of the Transaction, one of the Company’s current directors, James Gillis, will resign and Michael Wood will be appointed as a director of the Company. In addition, Michael Wood will be appointed as the Chief Operating Officer of the Company.
The closing of the Transaction is subject to the Company being satisfied with its due diligence review of Oyster. The Transaction constitutes a “Fundamental Acquisition” under the policies of the TSX Venture Exchange and is subject to Exchange approval.
The Company may pay a finder’s fee in connection with the Transaction to an arm’s length party in amounts yet to be determined, subject to Exchange approval.
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.
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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.