In accordance with securities legislation, all common shares issued pursuant to the Private Placement will be subject to a "hold period" in Canada of four months and one day from the date of issuance of the securities. In accordance with the policies of the TSXV, all of the 7,500,000 shares issued to Quest pursuant to the Option will be placed in escrow to be released as to 10% on closing, and an additional 15% every six months thereafter over the course of three years.
The parties' obligations to close the Option are subject to the satisfaction of the usual conditions precedent including:
a. the satisfactory completion of a Canadian Securities Administrators National Instrument 51-101 compliant technical report in respect of the Concession (the "Technical Report");b. the Company being satisfied with the results of its due diligence review of the Concession, Quest, CanEmir Petroleum (UAQ) Corp., UAQ Petroleum Limited, the Petroleum Concession Agreement, and the terms of the option and shareholders agreement with the IOC.c. satisfactory completion of due diligence by Quest on the business, assets, financial condition and corporate records of Oculus;d. the entering into of definitive agreements;e. receipt of all required approvals and consents for completion of the Option and all related matters, including, the approval of (i) the TSXV; and (ii) all applicable governmental authorities in the UAE;f. completion of the proposed Private Placement;g. the receipt of satisfactory legal opinions concerning corporate matters and asset ownership of CanEmir Petroleum (UAQ) Corp. and UAQ Petroleum Limited; andh. no material adverse change having occurred in the business, assets or liabilities relating to the Concession or the Petroleum Concession Agreement prior to closing.
The Company has agreed to pay a fee of 200,000 common shares to an arms-length party in consideration of initiating the transaction.
Change of Name
The Company proposes to change its name to CanEmir Petroleum Corp. or such other name as is acceptable to the TSXV and the BC Registrar of Companies, on closing of the Option.
Securities Issued and Closing
Upon closing of the Option and the Private Placement, the Company will be classified as a Tier 2 oil and gas issuer and will have approximately 46,350,002 issued common shares, excluding new incentive stock options that may be granted on closing.
Directors, Officers and other Insiders
On closing, the directors and senior officers of the Company are anticipated to be:
Ian Baron (President and CEO)
Mr. Baron has over 35 years' experience in the upstream oil and gas business, most of it in the Middle East region. His expertise covers exploration, field development and infrastructure projects. In 2002 he established ESG Dubai, a firm providing project management and advisory services to the energy industry. He is also a director of several private and public energy companies. He was CEO of Cadogan Petroleum plc (LSE: CAD) and before this was CEO of Dragon Oil plc (LSE: DGO). He spent a large part of his career with Conoco Inc. where he reached the position of V.P. of Conoco Middle East based in Dubai, UAE. Mr. Baron graduated in Geology from the University of Manchester in England in 1977 and is a member of the UK Institute of Directors, the Association of International Petroleum Negotiators and the American Association of Petroleum Geologists.