Eco (Atlantic) Oil and Gas Ltd. Announces Successful US$12.3 million Equity Fundraise - Seite 3
The Placing Agreement includes customary warranties and indemnities given by the Company in favour of Fox Davies. Fox-Davies are entitled at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain customary circumstances, including (without limitation) if any of the warranties have been breached, there has been a material and adverse effect on the market position or prospects of the Company or certain market disruption or force majeure events.
Africa Oil Corp participation in the Subscription
Africa Oil Corp ("Africa Oil") subscribed for 4,864,865 Subscription Units at the Issue Price, raising gross proceeds for the Company of approximately US$1.8 million (the "Africa Oil Subscription").
Details of the Warrants
The Placing Warrants and Subscription Warrants (together, the "Warrants") will be issued on the basis of one Warrant for every one Placing Share or Subscription Share purchased.
No fractional part of a Warrant will be issued and fractional entitlements will be rounded down to the nearest whole number. Each Warrant is subject to terms and gives the holder the right, for the period of three years following the date of Admission (as defined below), to subscribe for one new Common Share at an exercise price of US$0.40625 (33p; CAD0.5215). The Warrants will be unlisted, non-transferable and be issued in certificated form.
In the event that an amendment to the exercise of the Warrants is required by the TSXV, there will be a consequent amendment to the number of Warrants to be issued.
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Related Party Transaction
As Africa Oil is a Substantial Shareholder of the Company, as defined by the AIM Rules for Companies, the Africa Oil Subscription is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The independent Directors, for the purposes of the Africa Oil Subscription, being the Directors, other than Keith Hill, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the Africa Oil Subscription are fair and reasonable insofar as Eco's shareholders are concerned.
The Africa Oil Subscription is also a "Related Party Transaction" (as such term is defined in Canada in the "Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions") as it relates to the issuance of shares to Africa Oil, an "Insider" of Eco by virtue of its shareholdings. The Company will comply with the Instrument and will rely on the exemptions available in Sections 5.5 and 5.7 of the Instrument as they relate to the Subscription.