GOLDEN, COLORADO, and VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 27, 2012) - Strata‐X Energy Ltd (TSX VENTURE:SXE) ("Strata‐X" or the "Company") has entered into a loan agreement with Prefontaine Consulting Pty Ltd. ("Prefontaine"), a company owned and controlled by director and Chairman of the Company, Ron Prefontaine whereby Prefontaine will provide the Company with a loan facility for up to two $AUD million dollars ($2,000,000). The terms of this agreement would see funding available on an as needed basis bearing an interest rate equal to 6.5%. The outstanding portion of the loan will become fully due and payable by the earlier of November 9, 2014 or 10 business days following the Company being listed on the Australian Stock Exchange.
Funding will be used for general working capital and to acquire additional lands for the Company's Vail Oil Project in the State of Illinois, United States, as well the exercise of the option acreage in the Maverick Oil Project located in the State of Texas, United States. The loan is subject to receipt of regulatory approval, including the approval of the TSX Venture Exchange.
Prefontaine holds a 12.91% interest in the outstanding capital of the Company, and a 33.13% interest in the Company on a partially diluted basis. As Prefontaine is a control person of the Company and is owned and controlled by a director and Chairman of the Company, Ron Prefontaine, the loan is a 'related party transaction' within the meaning of Multilateral Instrument 61‐101 (incorporated by reference into TSX‐V Policy 5.9). As a related party transaction, the following additional disclosures are provided (following the listing of disclosures in Section 5.2 of MI 61‐101).
The review and approval process that has been adopted by the Directors for this transaction is as follows:
- the independent members of the Board of Directors of the Company approved the borrowing of the funds;
- the Company has determined that distribution of an information circular to shareholders, preparation and distribution of a formal valuation and seeking of shareholder approval of the loan is not necessary under MI 61‐101 (including TSX‐V policy 5.9 which incorporates such policy by reference) because:
- the loan is not convertible into any equity securities of the Company, has been obtained on reasonable commercial terms and if drawn down to the full amount represents 9.88%of the market capitalization of the Company and as a result the loan transaction falls with an exemption to the minority approval requirements described in section 5.7(1)(a) and (f) of MI 61‐101;
- the disinterested directors of the Company (i.e. those other than Ron Prefontaine) have unanimously approved the transaction;
Strata‐X is a Golden, Colorado based company and is engaged in the business of oil and gas exploration and development with a variety of exploration opportunities in North Dakota, California, Colorado and Western Australia and production and development opportunities in California and Texas. Strata‐X has 50,587,105 common shares outstanding and trades under the symbol SXE on the TSX.V.
Public documents for Strata-X Ltd. can be found at SEDAR (www.sedar.com).
This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. The use of any of the words "anticipate", "continue", "estimate", "expect", 'may", "will", "project", "should", 'believe", and similar expressions are intended to identify forward-looking statements. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected and the forward-looking statements included in this news release should not be unduly relied upon. See "Risks and Uncertainties" in the Company's Filing Statement dated August 30, 2011 available on SEDAR at www.sedar.com These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Neither 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.