Description of business:
Zoltav Resources Inc. is currently an AIM Investing Company with a remit to invest in oil & gas assets in the Commonwealth of Independent States ("CIS"). The company is incorporated in Cayman Islands and its head office is in Jersey.
Zoltav announced on 20 March 2013 that it had entered into a conditional agreement to acquire the entire issued share capital of CenGeo Holdings Limited for a consideration of US$26 million (approximately £16.6 million) to be satisfied by the issue of 473,157,416 Existing Ordinary Shares to the owners of CenGeo Holdings Limited, namely Bandbear Limited, Alexander Sokolov and Dmitry Kamyshev.
Concurrent with re-admission Zoltav is also undertaking a 20 for 1 share consolidation and as such will be issuing 23,657,870 New Ordinary Shares to Cengeo Holdings Limited in place of the 473,157,416 Existing Ordinary Shares.
CenGeo Holdings Limited, through its wholly-owned subsidiary SibGeCo, holds the Koltogorsky Production Licence (which contains the undeveloped Koltogor oil discovery), and the legacy Koltogorsky Exploration Licences (together, the "Licences").
The Licences are located in the Khantiy-Mansisk Autonomous Okrug, an autonomous region in Western Siberia. The Koltogorsky Production Licence came into effect upon its registration by the Russian Agency for Subsoil Use on 21 February 2013, and is valid until 15 February 2033.
In order to meet the conditions of the acquisition, the Company entered into a conditional agreement with ARA Capital, the Company's largest shareholder, obliging ARA Capital to subscribe for US$20 million (approximately £12.7 million) of New Ordinary Shares at 70 pence to provide working capital to fund the work programme on the Koltogorsky Production Licence.
The acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules and will also result in the Company transitioning from an AIM 'Investing Company' into an operational oil and gas exploration and development company.
Zoltav Resources Inc.