Octanex NL and Peak Oil & Gas jointly announce that;
◾ Peak and Octanex have agreed to work towards a merger of the two companies (Merger). The Merger is proposed to be implemented by a Scheme of Arrangement (Scheme) (to be submitted to Peak members in Q1, 2014) under which Peak members exchange their Peak shares for Octanex shares. The consideration for the Merger will be the issue of such Octanex shares that attribute a value of not less than $0.01 (1 cent) to each Peak share ("Scheme Consideration"), thus setting a minimum consideration, with the full consideration to be determined in Q1, 2014.
◾ Once agreed between the Boards of Peak and Octanex, the Merger terms will be subject to approval by Peak members and the Supreme Court. The Scheme booklet will be lodged with ASIC for its examination and approval and will contain an Independent Expert's Report as to whether the Merger terms are fair and reasonable to Peak members. In addition, for the Scheme to be implemented, Octanex members must approve the issue of the Octanex shares comprising the Scheme Consideration.
◾ In order to provide Peak with working capital prior to the implementation of the Scheme, Octanex has committed to fully underwrite a Rights Issue to be made by Peak, on commercial terms and conditions to be agreed. Peak proposes to offer the members of Peak the right to subscribe for two new shares in Peak for every five shares held, at an issue price of $0.01 (1 cent) a share, to raise approximately $1.943M before costs.
◾ Mr Geoffrey Albers, who is a related party of both Peak and Octanex, and his associates, will not vote at any of the meetings to be convened to implement the Merger, with the result that the outcome of the Merger proposals will depend on the approval by the independent members of Peak and Octanex.