Toronto, Ontario – May 22, 2013 – Maxim Resources Inc. (“Maxim” or the “Company”) (TSX V: MXM Frankfurt: MSH OTCBB: MXMSF) announces, further to its press release of March 14, 2013 and in accordance with the requirements of the TSX Venture Exchange (the “TSXV”), additional details with respect to the non-binding heads of agreement entered into between the Company and Leni Gas & Oil plc (“LGO”) in connection with a proposed transaction (the “Proposed Transaction”) whereby Maxim and LGO will work together to jointly pursue oilfield development opportunities in the Republic of Trinidad and Tobago (“Trinidad”).
The terms of the Proposed Transaction consist of:
Maxim has obtained the TSXV conditional approval in connection with the transactions referred to both paragraph (b) and (c) above subject to meeting the filing of closing documents with the TSXV and obtaining the requisite level of shareholder approval. Maxim has filed a notice of meeting and will be holding its annual and special shareholders’ meeting on July 10, 2013 to approve the Proposed Transaction and the Shares for Debt.
As disclosed in Maxim’s press release dated March 14, 2013, Maxim and LGO agreed that LGO shall have the right to nominate two (2) directors to the board of directors of Maxim. The parties have subsequently agreed in principal that this right shall be exercisable within 12 months from the closing date of the Proposed Transaction as LGO does not intend to make these ominations at the time of closing the Proposed Transaction.
In connection with the LGO Shares issuable to Maxim pursuant to paragraphs (b) (assuming that LGO elects to issue LGO Shares to Maxim) and (c) above, Maxim shall deposit such LGO Shares with a duly licensed broker in the United Kingdom and Maxim shall proceed to sell all of the LGO Shares issuable to Maxim under the terms of the Proposed Transaction through this broker within 90 days from the date of issuance.
Maxim currently has 24,000,491 Maxim Shares issued and outstanding and at the completion of the Proposed Transaction and the Shares for Debt, the total issued and outstanding Maxim shares will be up to 60,000,491 with (i) up to 6,000,000 Maxim Shares being issued pursuant to the Shares for Debt and (ii) 30,000,000 being issued to LGO pursuant to the Proposed Transaction.
LGO is a company listed on the Alternative Investment Market of the London Stock Exchange (“AIM”). LGO is an international oil and gas exploration, development and production company incorporated in England and Wales and headquartered in London, ngland. LGO has assets in Spain and Trinidad, and its main operations are located in Trinidad and Spain.
LGO’s board of directors is comprised of David Lenigas (Executive Chairman), Neil Ritson (Chief Executive Officer) and Steve Horton (non-executive director). Currently, no single shareholder of LGO holds, directly or indirectly, more than 20% of LGO’s outstanding shares. David Lenigas currently holds approximately 8.17% of LGO’s issued and outstanding shares and TD Direct Investing Nominees (Europe) Limited currently holds approximately 12.48% of LGO’s issued and outstanding shares.
LGO currently has approximately 1,877,750,000,000 shares outstanding and listed for trading on AIM. LGO’s shares are currently trading at a price of 1.20 Pence Sterling (“GBP”), with a twenty-day volume weighted average share price of 1.088 GBP.
Further information with respect to LGO, including its most recent annual report, can be found on LGO’s website at www.lenigasandoil.com.
Maxim also announces that Tim Bokenfohr, a director since September 17, 2007 has resigned from the board of directors of Maxim effective March 4, 2013. Accordingly, Maxim currently has four (4) directors on its board of directors.
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.
Maxim is a junior oil and gas production and exploration company based in Vancouver, Canada. Maxim presently holds, through New Scotland Oil and Gas Limited, 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 release. 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.