Charlotte Resources Ltd.

June 04, 2013 07:30 ET

Charlotte Resources Ltd. Announces Proposed Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 4, 2013) -


Charlotte Resources Ltd. (the "Corporation" or "Charlotte") (CNSX:CHT), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with an arm's length private oil and gas company, Muskwa Resources Ltd. ("Muskwa"). Muskwa has operations in Alberta consisting of 56,800 net acres of prospective Duvernay, Nordegg and Montney lands located in the West Central area of Alberta. Pursuant to the LOI, the Corporation, subject to entering into a definitive agreement (the "Transaction Agreement"), has agreed to combine with Muskwa by way of share exchange, merger, amalgamation, arrangement, or other similar form of transaction (the "Transaction"). Under the LOI, it is contemplated that each outstanding common share of Muskwa will be exchanged for one common share of Charlotte and the management of Charlotte will be reconstituted.

This is an initial press release. The Corporation plans to issue a further press release once it has entered into the Transaction Agreement to provide, among other things, selected financial information respecting Muskwa and the Transaction.

About Charlotte

Charlotte Resources Ltd. is a publicly traded company listed on the CNSX and trading under the symbol "CHT".

Charlotte and Muskwa caution that no definitive agreement has been entered into and accordingly no assurance can be given that the process contemplated by the letter of intent will lead to a definitive agreement relating to the Transaction on the terms contemplated by the letter of intent or otherwise or any other transaction.

Neither Charlotte nor Muskwa intend to make any further announcements or communications regarding these potential transactions until either a definitive agreement has been reached or discussions are terminated without such an agreement being reached.

Completion of the Transaction is subject to a number of conditions, including CNSX acceptance and shareholder approval. The Transaction cannot close until the required approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the authorized disclosure documents required to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Charlotte Resources Ltd. should be considered highly speculative.

Forward-looking statements

This news release contains forward-looking statements relating to the Transaction, including statements regarding the exchange ratio for the Transaction, the anticipated reverse take-over of Charlotte, the anticipated closing date of the Transaction, and other related matters, issuing further announcements concerning the Transaction and other matters, projected timing of closing the Charlotte financing and the receipt of all necessary regulatory approvals and satisfaction of all other customary closing conditions in connection with the Transaction, and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.

These assumptions, risks and uncertainties include, among other things: the risk that the Transaction will not be completed if a definitive agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Transaction is not satisfied; the risk that closing of the Transaction could be delayed if Muskwa is not able to obtain the necessary approvals on the timelines it has planned, the assumptions relating to the parties entering into the definitive agreement in respect of the Transaction and the timing thereof, the timing of obtaining required approvals and satisfying closing conditions for the Transaction and offerings, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Charlotte and Muskwa, the ability of the agents under the offerings to successfully market the proposed offering.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Charlotte and Muskwa disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Charlotte undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Charlotte Resources Ltd.
    John Proust
    President and CEO
    (604) 696-9020