VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/20/13 -- RIPPER OIL AND GAS INC. (TSX VENTURE: RYP.H) ("Ripper" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") accepted February 18, 2013, pursuant to which the Company has agreed to acquire all of the issued and outstanding share capital of Havana Resorts Limited ("Havana"), an arm's length party, by way of a business combination (the "Business Combination").
Havana is a widely held private limited company incorporated in Guernsey and is not a reporting issuer in any Canadian or other international jurisdiction. Pursuant to the terms of the Business Combination the common shareholders of Havana will receive 30,000,000 common shares of Ripper at a deemed price of $0.50 per common share, in exchange for all the issued and outstanding shares of Havana. In addition, Havana shareholders will receive 3,000,000 warrants entitling them to acquire up to an additional 3,000,000 common shares of Ripper, at a price of $0.50 per share, for two years, subject to the achievement of certain milestones to be agreed upon by the parties in the Definitive Agreement.
In connection with the proposed Business Combination, the Company has agreed to complete a private placement of subscription receipts (each a "Subscription Receipt"), at a price of $0.45 per Subscription Receipt (the "Financing"), for gross proceeds of up to $5,400,000. Each Subscription Receipt will automatically convert into one common share (each a "Share") of Ripper on completion of the Business Combination.
Havana, which is managed by the Esencia Group (www.esenciagroup.com), commenced its working relationship with the Cuban Government over eight years ago, starting with hospitality licensed restaurants in London (www.floridita.co.uk). Following their huge success in this venture (winning the 2005 best UK bar-restaurant award) a high-end travel and trading business was successfully developed (www.esenciagroup.com).
Havana was incorporated over six years ago with the prime objective of developing tourism projects in Cuba. Since that time Havana has been actively progressing its plans to develop a resort property in Cuba, in partnership with the Cuban government enterprise agency, Palmares SA ("Palmares"). Today, Cuba has just one golf course, which opened in 2001. Havana has been assisting Palmares in designing, modeling and defining the most appropriate method to develop integrated golf and leisure resorts - the first of their kind in the country.
Andrew Macdonald, the CEO of Havana and the Esencia Group, commented; "The Carbonera Club is a unique project and a vital development in a new segment of the tourism market for Cuba. It is a large project which will take a number of years and different phases to complete. The opportunity to list publicly in Canada presents an attractive avenue to additional sources of capital for this project."
The Carbonera Club has been in development for over four years, with full planning consent already granted by the Cuban government. The Carbonera Club is a unique, luxury, oceanfront development, which combines golf and luxury living, and will be the first of a series of properties to be developed and operated by a joint venture to be established between Havana and Palmares. The Carbonera Club will include a Hotel & Spa, a Beach & Watersport Club, a Tennis Club, a championship 18 Hole Golf Course and use of the Yacht Club and its Marina as well as the associate club of Xanadu.
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