VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/30/13 -- Archer Petroleum Corp (TSX VENTURE: ARK)(OTCQX: APEUF)(DBFrankfurt: A6VA) ("Archer" or the "Company") is pleased to announce its entry into a non-binding letter of intent with Imperial Petroleum Inc. and its subsidiaries, Arrakis Oil Recovery, LLC and Phoenix Metals, Inc. (dba Imperial Chemical Company) for the proposed acquisition by Archer of a 25% interest in the Peak Project and of certain exclusive international production and sales rights for Sandklene 950, a product used in the production of bitumen from tar sands. The right to produce and sell Sandklene 950 in the United States and to certain existing clients, customers and affiliates of Imperial Chemical Company internationally are excluded from the rights to be granted to Archer.
The Peak Project, located in Logan county, Kentucky, totaling approximately 270 acres, is comprised of certain lands included in mining permit application Number 071-9702 which are subject to a joint venture between Arrakis Oil Recovery, and Peak Concepts, LLC.
In consideration for the acquisition of the 25% interest in the Peak Project and granting of the specified rights to produce and sell Sandklene 950, Archer has agreed to pay Imperial Petroleum Inc. $800,000, reserve a $1.00 per gallon royalty to Imperial Petroleum Inc. on any international sales of Sandklene 950 made by Archer and to issue 300,000 common shares of Archer to Imperial Petroleum Inc. The shares issued to Imperial Petroleum Inc. will be subject to a statutory hold period expiring four months and one day after the issuance of the shares. The interests in the Peak Project and rights to Sandklene 950 which are to be acquired by Archer are subject to certain pre-existing third party royalties and interests.
Closing of the proposed transaction is subject to a number of conditions, including the parties completing their respective due diligence, a definitive agreement being entered into and approval of the TSX Venture Exchange. The letter of intent may be terminated at any time by any party providing written notice to the other parties. Unless otherwise agreed to by the parties, the letter of intent will automatically terminate in the event that: (i) a definitive agreement has not been executed on or before May 6, 2013; (ii) the parties' due diligence has been completed on or before May 6, 2013; (iii) the TSX Venture Exchange has approved the transaction on or before June 7, 2013; or (iv) any conditions to closing have not been satisfied, released or waived by the closing date on or before June 7, 2013.
About Archer Petroleum:
Archer Petroleum Corp. is an independent energy company focused on exploration and development in North America. The Company's shares are listed on the TSX Venture Exchange under the symbol "ARK" and the DB Frankfurt exchange under "A6VA". Further information on Archer can be found on the company's website at www.archerpetroleum.com.
ON BEHALF OF ARCHER PETROLEUM CORP.
Colin Bowkett, Director
This news release is not an offer of securities of the Company for sale in the United States. The above described issuances of securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there by any sale of the above described securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" occur. Forward-looking information in this press release includes, but is not limited to, statements regarding expectations of management regarding the acquisition of an interest in the Peak Project and the acquisition of certain exclusive international production and sales rights to Sandklene 950, the consideration for the acquisition of an interest in the Peak Project and the granting of specified rights to Sandklene 950, the expiry of the hold period for shares to be issued as consideration, the entry into a definitive agreement and closing of the transactions contemplated by the letter of intent. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that the parties may not enter into a definitive agreement, that the TSX Venture Exchange may not approve the transaction and that the conditions to closing of the transaction may not be satisfied.
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.
Archer Petroleum Corp.
(604) 683-7589 (FAX)
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