Pursuant to the early warning requirements of applicable Canadian securities laws, Liminar Energía S.A. (“Liminar“), a private Argentine company, announces that on April 10, 2015 it acquired ownership and control of 23,323,656 common shares (“Common Shares“) of Crown Point Energy Inc. (“Crown Point“), representing approximately 14.18% of the issued and outstanding Common Shares, at an issue price of US$0.25 per share (Cdn$0.3148 per share based on the closing exchange rate of the Bank of Canada of US$1=Cdn$1.2592 on April 9, 2015). After giving effect to the acquisition, Liminar owns and controls an aggregate of 54,000,000 Common Shares, representing approximately 32.8% of the issued and outstanding Common Shares.
Liminar and GORC S.A. (“GORC“, and together with Liminar, the “Investors“) are joint actors pursuant to the Investment Agreement (as defined below). GORC owns and controls 6,000,000 Common Shares. As such, the Investors have collective ownership and control over an aggregate of 60,000,000 Common Shares, representing approximately 36.5% of the issued and outstanding Common Shares.
The Common Shares were acquired pursuant to the terms of an investment agreement dated November 16, 2014, as amended and restated (the “Investment Agreement“), pursuant to which the Investors agreed to acquire (either individually or together) an aggregate of 25,965,704 Common Shares at an issue price of US$0.25 per share pursuant to an initial closing of Common Shares which was completed on December 19, 2014 and, subject to the satisfaction or waiver of certain conditions as set forth therein, an additional 34,034,296 Common Shares (inclusive of the 23,323,656 Common Shares acquired by Liminar on April 10, 2015 as described herein) at an issue price of US$0.25 per share pursuant to one or more subsequent closings of Common Shares. Additional details with respect to the terms of the Investment Agreement are included in Liminar’s early warning reports filed on SEDAR at www.sedar.com.
The acquisition of Common Shares described herein was made in furtherance of Liminar’s investment objectives. The Investors (or any one of them) may, from time to time, as market opportunities exist or develop, increase or decrease their beneficial ownership in Common Shares as permitted by applicable securities laws and otherwise in accordance with the terms of the Investment Agreement.
In connection with the closing, Liminar paid the purchase price, being US$5,830,914, in Argentine pesos based on the US dollar – Argentine peso exchange rate of Banco de la Nación Argentina at the close of business on April 9, 2015 (being US$1=ARS$8.845).
Except as set forth herein, the issuance of this news release is not an admission that an entity or individual named herein owns or controls any described securities or is a joint actor with another named entity or individual.