WE NEED RICH 47 TO UNRAVEL THIS PRETZEL Just what Lease is XTRA getting 55% of from OSIC? If you think it's the GNZ Southern Lease.....look at these #'s and you decide if someone's slipping it to you. Once again.
grapely
12/18/2012 5:05:18 PM | | 428 reads | Post #31928515
FORT LAUDERDALE, Fla., Oct. 22, 2012 /PRNewswire/ -- Xtra Energy Corp. ("Xtra Energy" or the "Company") (Pinksheets: "XTPT"), announced today that it has a definitive agreement with Oilshale International Corp, a private Alberta, Canada registered company ("OSIC") to acquire all of the outstanding shares of OSIC. OSIC owns a 55% working interest in the Pasquia Hills oil shale permit SHP00008.
According to the definitive agreement, Xtra Energy will issue a total of 90 million restricted shares to the shareholders of Oilshale International Corp to acquire 100% of the company's shares and assets including but not limited to oil shale permit SHP00008.
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On October 28, 2010 Goldnev announced that it has entered into a definitive agreement with
TransAction Oil & Gas Ventures Inc. (“TransAction”), a private Alberta company controlled by a
director of the Company to acquire a 17.5% working interest, representing all of TransAction’s
ownership in oil shale permit PS00243 (the “southern permit”). The acquisition of one-half the interest
or 8.75% occurred immediately and the closing of the remaining one-half will occur on October 1, 2011.
With this acquisition, Goldnev will own a total of a 50.83% working interest in the southern oil shale
permit which encompasses an area totaling 68,910 acres located in Pasquia Hills region of east central
Saskatchewan.
The total consideration for the acquisition of the 17.5% working interest in the Pasquia Hills oil shale
assets is $787,500 dollars to be paid in a combination of cash and common shares of the Company in
two tranches as follows:
• $393,750 comprised of $125,000 in cash to be paid on December 1, 2010 and $268,750 to be
paid through the issuance of 3,359,750 Common Shares of the Company in the amount of
$268,750 on October 1, 2010; and
• $393,750 comprised of $125,000 in cash to be paid on October 1, 2011 and $268,750 to be
paid through the issuance of Common Shares of the Company based upon the 30 day closing
average trading price in the shares of Goldnev as of September 30, 2011.
As at July 29, 2011 the cash portion of the acquisition due on December 1, 2010 had not been paid. The
parties to the agreement have undertaken to enter into an amending agreement to accrue interest at the rate of 12% on any amounts payable and outstanding pursuant to this agreement.
Goldnev’s oil shale properties comprise of two contiguous oil shale permits totaling 155,443 acres of oil shale rights divided into the northern permit (“PS00242”) and the southern permit (“PS00243”) which are located in the Pasquia Hills region in east central Saskatchewan. Goldnev owns a 100% working interest in the northern permit which requires further exploration and has previously earned a nondilutive
33.33% working interest in the southern permit (“PS00243”) by investing $1,500,000 on a core
hole drilling exploration and development program that focused primarily on the southern portion of its
oil shale permits. The Company is in the process of preparing a pre-feasibility study to confirm the
commerciality and / or the conditions required for commerciality of these identified oil shale resources
located on its southern permit.
Pursuant to the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of
Minority Security Holders In Special Transactions (“61-101”), the proposed acquisition of the Pasquia
Hills oil shale assets is classified as a “related party transaction”, as Charlie Chapman, a director and
officer of the Company (“the Related Party”), owns majority control of the shares of TransAction. Marc
Dame, Steven Craig and Merrill Moses, the three directors of the Company who are not Related Parties,
determined that exemptions from formal valuation and minority approval requirements under 61-101 are
available since the aggregate consideration to be paid to the Related Party is reasonable and does not
exceed 25% of the market capitalization of the Company as of October 27, 2010.
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On November 3, 2010 the Company announced that it has entered an agreement with Oilshale
International Corp. (“OSIC”), a private Alberta company and a party related to the Company to invest in
oil shale permit PS00243 (the “southern permit”) through a farm-in agreement, by spending $750,000 to earn an additional 16.67% working interest. Upon completion of the funding requirements of the farm-in agreement, Goldnev will own a total of a 67.5% working interest in the southern oil shale permit which encompasses an area totaling 68,910 acres located in Pasquia Hills region of east central Saskatchewan.
Under the terms of the farm-in agreement, Goldnev has the right to earn an additional 16.67%working
interest in the Pasquia Hills southern oil shale permit by investing a total of $750,000. All funding will
be applied directly towards the continued development of the southern permit and for a study on an oil
shale to liquids plant as follows:
• A total of $600,000 for engagement of Hatch Ltd. to prepare and complete a pre-feasibility
study which is expected to be completed in February 2011on the development of on an oil
shale to liquids plant on the oil shale resources located on the southern permit;
• A total of $50,000 for the preparation and completion of an independent NI 51-101
engineering evaluation report on the oil shale resources located on the southern permit based
upon the findings from the pre-feasibility study;
• A total of $100,000 for miscellaneous expenses relating to operating and supporting expenses
for both the pre-feasibility study and NI 51-101 engineering evaluation report costs relating to
the development of the southern permit.
On November 30, 2010 Goldnev announced that it has entered into a definitive agreement with Vega
Resources Ltd. (“Vega”), a private Alberta company to acquire a 17.5% working interest, representing
all of Vega’s ownership in oil shale permit PS00243 (the “southern permit”).
The acquisition of Vega’s oil shale interests is Goldnev’s third announcement of an acquisition and/or
farm-in of working interests of the Pasquia Hills southern permit. Upon the conclusion of the terms of
the recently announced acquisitions and farm-in of interests, Goldnev will own a total of an 85%
working interest in the southern oil shale permit which encompasses an area totaling 68,910 acres
located in Pasquia Hills region of east central Saskatchewan.
The total consideration for the acquisition of the 17.5% working interest in the Pasquia Hills oil shale
assets is $787,500 dollars to be paid in a combination of cash and common shares of the Company in
two parts as follows:
• $393,750 comprised of $125,000 in cash to be paid on December 1, 2010 and $268,750 to be
paid through the issuance of 3,359,750 Common Shares of the Company in the amount of
$268,750 on October 1, 2010; and
• $393,750 comprised of $125,000 in cash to be paid on October 1, 2011 and $268,750 to be
paid through the issuance of Common Shares of the Company based upon the 30 day closing
average trading price in the shares of Goldnev as of September 30, 2011.
As at July 29, 2011 the cash portion of the acquisition due on December 1, 2010 had not been paid. The
parties to the agreement have undertaken to enter into an amending agreement to accrue interest at the rate of 12% on any amounts payable and outstanding pursuant to this agreement.
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The share portion of the consideration due on October 1, 2010 was satisfied by the issuance of 3.393,750 Common Shares of the Company on April 11, 2011.
OOOOH......how clever.Even without paying the cash portions but paying 12% interest on the money due and issuing the Shares,GNZ owns 85% of the Southern Lease PS00243.
Related Party Co. OSIC flogs off 55% of Lease SHP00008 to XTRA. Announcements are proclaimed and everyone thinks this is the GNZ Lease! The XTRA Share price jumps..... and easy money is made by some fortunate few before the price plunges. Has anyone seen this ploy before? Did any of you bother to look at a map and see where Lease SHP00008 even is? It's true....you can fool some of the people all of the time!