Fox Resources Ltd. has completed the following milestones in connection with the Company's acquisition of Big Sky Operating LLC, a private company with oil and gas interests in Montana.
The subscription receipts issued on September 30, 2011 have converted into units with no further action required by the subscribers. The four-month hold period will expire on February 1, 2012.
The Company has filed final documents with the Exchange and will commence trading on Monday December 5, 2011 under its new name "Big Sky Petroleum Corporation" and the trading symbol "BSP".
The Acquisition
The Company signed the final Share Purchase Agreement on September 30, 2011 to acquire all of the issued and outstanding membership interests of Big Sky for 27,000,000 shares issued to the members of Big Sky and 1,350,000 common shares issued to the lenders of Big Sky.
Pursuant to the terms of escrow agreements dated November 21, 2011, among the Company, CIBC Mellon Trust Company and certain escrowed securityholders, a total of 27,765,667 common shares and 43,333 options have been placed in escrow pursuant to Exchange policy, whereby ten percent will be released on issuance of the Final Exchange Bulletin, and the balance of shares will be released in equal tranches of fifteen percent every six months thereafter.
The Acquisition constitutes a Reverse Takeover under the policies of the Exchange and the Company is now classified as a Tier 2 Oil and Gas Issuer. The Company filed a filing statement on SEDAR which discloses the details of the Reverse Takeover. Pursuant to regulatory requirements, the Company also filed a technical report titled "Geologic Assessment of the Glacier Prospect Area, Toole and Glacier Counties, Montana" prepared in accordance with National Instrument 51-101, dated August 1, 2011. The technical report was prepared by MHA Petroleum Consultants LLC and is available on SEDAR.
The Financings & Share Structure
The Financing was completed on September 30, 2011 to raise $9,000,000. The Subscription Receipts were issued at $0.35 per Subscription Receipt. The Subscription Receipts have now each converted into a unit. Each Unit consists of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share for a period of two years at a price of $0.66 until September 30, 2012 and $0.80 until September 30, 2013.
Finder's warrants, entitling the holder to purchase up to 1,830,070 Units for a period of 24 months from issue at $0.35 per Unit were issued. A cash finder's fee of $512,420 was paid and the finder elected to receive $99,999.55 of this amount in Units for a total of 285,713 Units. The four-month hold period began on the date that the Financing closed and will expire on February 1, 2012.
Tags:
Fox Resources Ltd.
Add a Comment to this Article
Please be civil. Job and promotion will not be added into the comment page.