Bluerock Acquisition Corp. (the "Company" or "Bluerock") (TSX
VENTURE: BC.P) is pleased to announce that it has entered into a
letter of intent dated September 11, 2009, ("LOI") with
PetroKamchatka Plc, a Jersey corporation ("PKK"), to complete a
business combination that is intended to meet the requirements of
an arms length "qualifying transaction" for Bluerock.
PKK is a newly incorporated entity that immediately prior to
consummating the proposed qualifying transaction, will undertake an
internal reorganization consisting of the acquisition of
PetroKamchatka Resources Plc, a Cyprus holding company ("PKR").
Closing of the proposed qualifying transaction is conditional upon
completion of the reorganization.
After closing of the reorganization, PKK will be an oil and gas
exploration company which will hold, through its subsidiary
corporations, interests in three onshore oil and gas exploration
licenses on over 9,000 square kilometres in Kamchatka, Russia.
Since 2005, PKR and its predecessors have conducted five seismic
programs, resulting in over 1,300 km of 2D seismic data on two of
the exploration licences and has undertaken numerous analysis and
investigations in respect of the geological potential. PKK has
recently sponsored an independent resource report dated June 30,
2009, on its net interest in the prospective resources attributable
to the various Russian exploration licenses.
KNOC Kamchatka Petroleum Limited, Cyprus ("KKPL"), a
partially-owned subsidiary of the Korea National Oil Corporation,
is a 50% joint venture partner in two of the exploration licenses
and two drilling rigs. The joint venture partners have invested
over U.S. $120 million to date, of which U.S. $60 million has been
contributed by PKK.
PKK senior management collectively have extensive business
experience in international oil exploration, including significant
experience in Russia. Graeme Phipps, the President and CEO of PKK,
is a professional geophysicist and geologist who, prior to joining
PKK, was Executive Vice President of PetroKazakhstan, and has also
held management and executive positions with major global oil
companies Exxon, Esso Resources, Nexen and Petro-Canada.
The transaction will consist of the acquisition by PKK of all of
the issued and outstanding shares in the capital of the Company of
the basis of an exchange of 0.4667 PKK common shares for each
common share of the Company, or such other exchange ratio that will
result in the current shareholders of the Company holding 1.5% of
the PKK pro forma share capital upon completion of the transaction.
Approximately 6,500,000 PKK shares will be issued in exchange for
all of the issued and outstanding shares of the Company as of the
date of closing. The form of the transaction will be structured in
a manner that is tax efficient for PKK, which will have
approximately 433,600,000 common shares outstanding on closing
(excluding convertible securities and additional shares which may
be issued under a private placement).
Prior to closing of the transaction (i) the Company will declare
a dividend of $0.035 per share on all of the outstanding shares of
the Company; and (ii) certain directors and officers of the Company
will agree to exercise 1,048,000 stock options at $0.10 per share.
Directors, senior officers and the principal shareholders of the
Company, holding no less than 66.7% of the outstanding shares, have
agreed to enter into support agreements with respect to the
transaction.
The Company and PKK are to complete their respective due
diligence reviews and enter into a definitive agreement to
implement the transaction by September 21, 2009 or such later date
as may be agreed to by the parties. The definitive agreement will
include customary representations, warranties and indemnities, and
the transaction is subject to shareholder approval (if necessary)
and the prior acceptance of the TSX Venture Exchange (the
"Exchange"). There is a reciprocal non-completion break fee of
$350,000 in connection with the transaction. Closing of the
transaction is anticipated to take place on or before November 15,
2009.
Concurrent with the proposed transaction PKK intends to
undertake a brokered private placement financing of between
US$5,000,000 and US$15,000,000 in an offering to be marketed
globally through a syndicate of investment banks located in Europe
and Canada. Financing is not a condition of closing the
transaction. Additional information concerning this transaction
will be disclosed in a further news release. This information will
include details of the terms of the private placement, the use of
proceeds, the principal shareholders of PKK, the geological report
and the financial position of PKK.
Although sponsorship of the transaction may be required by the
Exchange, a Sponsor is yet to be engaged. Trading in the common
shares of the Company is currently halted and will remain halted
until further notice in accordance with the policies of the
Exchange.
Current insiders of the Company presently have no direct or
indirect interest in PKK or any of its affiliates and the
transaction is not a Non-Arm's Length Qualifying Transaction.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
There can be no assurances that the transaction will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with this transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
INSIDERS OF THE RESULTING ISSUER
The Board of Directors of the Resulting Issuer is expected to be
comprised of:
YS Nam - Chairman of the Board
Mr. Nam is Managing Director of Majuko Corporation, a
significant shareholder of PetroKamchatka since December 2006. Mr.
Nam has an extensive background in international business and a
strong relationship with the Korean National Oil Company.
Jonathan Morley-Kirk - Independent Director
Mr. Morley-Kirk is a Chartered Accountant with extensive public
company experience in merchant banking, securities trading and
investment management. He specializes in emerging market
investments and structures. Mr. Morley-Kirk is a Fellow of the
Securities Institute, a member of the Society of Trust and Estate
Practitioners and a member of the Expert Witness Institute.
Teck Soon Kong - Independent Director
Mr. Teck Soon Kong is an independent businessman with more than
40 years of international oil and gas industry and related
experience including: senior positions with the Royal Dutch Shell
Group, Nimir Petroleum and as an advisor in the Minister's Office
of Petroleum & Mineral Resources, Saudi Arabia. Mr. Soon Kong
has direct Russian experience within the Sakhalin Island oil and
gas basin.
Adam Landes - Independent Director
Mr. Adam Landes is well known in the Russian and international
investment community having worked at Renaissance Capital, based in
London, where he was Managing Director of Oil and Gas Research, and
was consistently a top-ranking Russian Oil & Gas analyst in
buy-side surveys.
Robert McClinton - Director
Mr. McClinton has 35 years of highly diversified financial
expertise within the E&P business at both senior management and
board levels. He has worked with Deloitte & Touche, Canadian
Turbo, and was an owner and President of BMP Energy Systems. Mr.
McClinton resigned as CFO of PetroKamchatka on October 17, 2008. He
is a director of a number of Canadian public companies and
charitable organizations.
Graeme G. Phipps, P.Geoph. - Executive Director, President &
CEO
Mr. Phipps has 35 years of experience in the Canadian and
International oil and gas industry. He is a professional
geophysicist and geologist and has held management and executive
positions at Esso Resources, Exxon, Nexen, Petro-Canada and
PetroKazakhstan. He is also a director of five other international
and Canadian domestic oil and gas companies - Sterling Resources,
Norwood Resources, Tundra Resources, Primeline Energy Holdings, and
Buried Hill.
The Executive Officers of the Resulting Issuer are expected to
include:
Allan H. Stevens, CA - Chief Financial Officer
Mr. Stevens is a Canadian Chartered Accountant with over 30
years of experience in various financial roles. He has served as an
Officer, Director/Trustee in various public and private companies
involved in oil and gas exploration, oil and gas services and
tanker fleet transportation. In the 5 years prior to joining the
Company in October 2008, Mr. Stevens provided independent
consulting services to Clark Valuation Services, a Canadian
valuation firm.
Brian Skinner - Senior Vice President, Exploration
Mr. Skinner is professional geologist with over 35 years of oil
and gas experience. He was most recently Vice President of
Exploration for Solara Exploration Ltd. Prior to this he was Chief
Geologist with Celtic Exploration Ltd. from its inception. Brian is
a graduate of the University of Alberta and started his
professional career with Texaco Canada as a geologist. He has been
the President and CEO of two TSX listed exploration companies.
ABOUT BLUEROCK
The Company is a capital pool company ("CPC") within the meaning
of the policies of Exchange. The Company commenced operations when
it completed its initial public offering; however it presently has
no assets other than cash. Since the date of listing of the
Company's shares on the Exchange, the Company has identified and
evaluated several businesses and assets with a view to completing a
"Qualifying Transaction" under the Exchange's CPC policies.
In evaluating potential Qualifying Transactions, the Company
intends to focus on identifying and evaluating high growth, large
scale development opportunities in either the energy,
infrastructure or technology sectors. The management and directors
of the Company represent a team of seasoned management executives
and financiers with experience in originating, developing,
financing and operating major projects and growth companies in the
aforementioned industries.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved or
disapproved the contents of this press release. 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 release.
Contacts: Bluerock Acquisition Corp. Clifford B. Mah Chief
Executive Officer 416-861-3099 (Ext. 231) 416-861-9027 (FAX)
(TSXV:BC.P)
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