Toronto, Ontario – March 14, 2012 – Maxim Resources Inc. (“Maxim”) (TSX V: MXM Frankfurt: MSH OTCBB: MXMSF) is pleased to announce that it has entered into a non-binding heads of agreement(“HOA”) with Leni Gas & Oil plc (“LGO”), a company listed on the Alternative Investment Market of the London Stock Exchange (“AIM”), in connection with proposed transaction (the “Proposed Transaction”) whereby Maxim and LGO will work together to jointly pursue oilfield development opportunities in Trinidad and Tobago (“Trinidad”).
The Proposed Transaction is subject to customary due diligence by the parties, the successful negotiation and execution of definitive agreements between the parties, and the receipt by each of Maxim and LGO of all requisite shareholder and regulatory approvals, including without limitation the approval of the TSX Venture Exchange.
Upon signing of the HOA, LGO shall make an initial, refundable payment to Maxim of Cdn$75,000. Further payments by LGO of up to Cdn$2,425,000 million (the “LGO Payment”) in cash or freelytradeable ordinary shares of LGO (“LGO Shares”) will be paid to Maxim on and after closing of the Proposed Transaction and the achievement by Maxim of certain performance objectives, in exchange for the issuance by Maxim to LGO of up to 30,000,000 shares of Maxim at a price of $0.08333 per share, representing a maximum of approximately 49% of the issued and outstanding common shares of Maxim upon completion of the Proposed Transaction. Upon successful negotiation and execution of definitive agreements with respect to the Proposed Transaction, LGO shall have the right to nominate two directors for election to Maxim’s board of directors at the next annual meeting of Maxim’s shareholders.
Gross proceeds to Maxim from the Proposed Transaction shall be used (the “Use of Proceeds”) to fund Maxim’s litigation with Jasmin Oil and Gas Limited (“Jasmin”) with respect to Maxim’s Net Revenue Interest in exploration and production of Jasmin within the South Erin Block, for general working capital and the settlement of outstanding debts as well as future acquisitions that Maxim may explore. In the event that LGO makes the LGO Payment in whole or in part through the issuance to Maxim of LGO Shares, such shares shall not be acquired by Maxim for investment purposes but rather shall be sold by Maxim in the ordinary course in order to fund the Use of Proceeds.
The South Erin Block contains the producing Jasmin Oilfield under a farm-out agreement from the Petroleum Company of Trinidad and Tobago (“Petrotrin”). Should Maxim gain effective control of the
South Erin Block, LGO has agreed to provide Cdn$5 million to a work program on the Jasmin Oilfield and shall earn a direct working interest of not less than 50% of the Jasmin Oilfield on terms to be agreed between the parties, subject to regulatory approval including without limitation the approval of Petrotrin. LGO will assume operatorship of the work program.
Art Brown, Maxim CEO stated; “This is a good step forward for Maxim as it secures Maxim’s ability to continue with its ongoing litigation with Jasmin as well as afford Maxim the opportunity to move forward with alternate opportunities that it may find. As well, under this relationship Maxim has gained not only a financial partner but also an operating partner. LGO have worked hard to establish themselves as a qualified operator in Trinidad and are now able to execute on the opportunities that become available.”
Maxim is a junior oil and gas production and exploration company based in Vancouver, Canada. Maxim presently holds, through NSOG, a 69% Net Revenue Interest in exploration and production of Jasmin
within the South Erin Block, which cover 1,350 acres. After payout of the investment to Maxim, the Net Revenue Interest will reduce to 41%. Jasmin has drilled 5 wells to date and the exploration licenses for this Block allow for up to a further 42 wells to be drilled.
On behalf of the Board
President and CEO
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
This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, is forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com. The company does not undertake to update any forward-looking information except in accordance with applicable securities laws.