RIPPER OIL AND GAS INC. (TSX VENTURE:RYP.H) (“Ripper” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) accepted February 18, 2013, pursuant to which the Company has agreed to acquire all of the issued and outstanding share capital of Havana Resorts Limited (“Havana”), an arm’s length party, by way of a business combination (the “Business Combination”).
Havana is a widely held private limited company incorporated in Guernsey and is not a reporting issuer in any Canadian or other international jurisdiction. Pursuant to the terms of the Business Combination the common shareholders of Havana will receive 30,000,000 common shares of Ripper at a deemed price of $0.50 per common share, in exchange for all the issued and outstanding shares of Havana. In addition, Havana shareholders will receive 3,000,000 warrants entitling them to acquire up to an additional 3,000,000 common shares of Ripper, at a price of $0.50 per share, for two years, subject to the achievement of certain milestones to be agreed upon by the parties in the Definitive Agreement.
In connection with the proposed Business Combination, the Company has agreed to complete a private placement of subscription receipts (each a “Subscription Receipt”), at a price of $0.45 per Subscription Receipt (the “Financing”), for gross proceeds of up to $5,400,000. Each Subscription Receipt will automatically convert into one common share (each a “Share”) of Ripper on completion of the Business Combination.
Havana, which is managed by the Esencia Group, commenced its working relationship with the Cuban Government over eight years ago, starting with hospitality licensed restaurants in London, the Floridita. Following their huge success in this venture (winning the 2005 best UK bar-restaurant award) a high-end travel and trading business was successfully developed, Esencia Group.
Havana was incorporated over six years ago with the prime objective of developing tourism projects in Cuba. Since that time Havana has been actively progressing its plans to develop a resort property in Cuba, in partnership with the Cuban government enterprise agency, Palmares SA (”Palmares”). Today, Cuba has just one golf course, which opened in 2001. Havana has been assisting Palmares in designing, modeling and defining the most appropriate method to develop integrated golf and leisure resorts - the first of their kind in the country.
Andrew Macdonald, the CEO of Havana and the Esencia Group, commented; “The Carbonera Club is a unique project and a vital development in a new segment of the tourism market for Cuba. It is a large project which will take a number of years and different phases to complete. The opportunity to list publicly in Canada presents an attractive avenue to additional sources of capital for this project.”
The Carbonera Club has been in development for over four years, with full planning consent already granted by the Cuban government. The Carbonera Club is a unique, luxury, oceanfront development, which combines golf and luxury living, and will be the first of a series of properties to be developed and operated by a joint venture to be established between Havana and Palmares. The Carbonera Club will include a Hotel & Spa, a Beach & Watersport Club, a Tennis Club, a championship 18 Hole Golf Course and use of the Yacht Club and its Marina as well as the associate club of Xanadu.
The Country Club operators will be the Singapore based GHM hotel group and the Spa will be operated by Singapore based Aman Resorts. The finished conceptual design of the facility has been shared by three groups of architects: within the site there are Conran residences, a Spanish village by Spaniard Rafael de la Hoz, a country club by Italian designers One Works and the golf course supervised by English PGA Tour legend, Tony Jacklin. The site has 170 hectares and will be developed in three phases. Villas and apartments will be available to foreign purchasers.
Rt Hon Brian Wilson, former UK Trade Minister and Chairman of Havana, commented, “This is an exciting phase in relations with Cuba as it opens up to investment and joint working with proven partners who respect and support their ambitions for a sustainable approach to economic development. The new company is in a strong position to develop further joint ventures and to attract investment into Cuba in support of shared objectives.”
The Business Combination will constitute a change of business for Ripper under the policies of the Exchange. Closing of the Business Combination is subject to a number of conditions including the entering into of the Definitive Agreement, the completion of the Financing the entering into a definitive joint venture agreement with Palmares, receipt of all required shareholder, regulatory and third party consents, including the Exchange’s approval, and satisfaction of other customary closing conditions. The Business Combination cannot close until the required approvals are obtained. If required by the Exchange’s Policies, the Company will retain a sponsor in connection with the Business Combination. Assuming the completion of the Business Combination, it is anticipated that Ripper will be reclassified as an industrial issuer under the policies of the Exchange.
It is a condition of this proposed transaction that a new Board of Directors acceptable to Havana for Ripper will be established. This new Board will include Andrew MacDonald and the Rt Hon Brian Wilson:
Rt Hon Brian Wilson - Chairman
Mr. Wilson was a Member of Parliament in the UK from 1987 until 2005, and served as a Minister of State from 1997 to 2003. After standing down as a Minister prior to his departure from Parliament, he was asked by Tony Blair to act as the Prime Minister’s Special Representative on Overseas Trade. Mr. Wilson holds directorships in a number of businesses and continues to publicly comment on UK government energy policy, particularly on the subject of nuclear power.
Andrew Macdonald of Boisdale - Director and CEO
Mr. Macdonald has over 13 years experience working in Ibero-America and the Spanish markets within the USA. He has worked for the past six years in Cuba, developing and rolling out the Floridita brand in conjunction with Sol Melia and Conran Holdings and is the founder of the Cuban specific businesses. His experience in the leisure sector includes leading EQA projects for two of the ‘leading hotels of the world’ and also created and launched the first 5 star spa and fitness club in Santiago, Chile. In addition, Mr. Macdonald led the first implementation of the ISO standards and IIP in Chile. He holds a BSc and an MBA from Cambridge University.
Additional information on Havana and the proposed transaction will be provided by way of subsequent news releases prior to a resumption of trading.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange. (Trading was halted at the request of the company due to this press release.)
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and, if required by the Exchange, disinterested shareholder approval. The transaction cannot close until the required approvals are 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 disclosure document to be prepared in connection with the transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Ripper should be considered highly speculative. Trading in the common shares of Ripper will remain halted pending further filings with the Exchange.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
On behalf of the Board of Directors of RIPPER OIL AND GAS INC.
President and CEO