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PCL.P Perihelion Capital Ltd

0.09
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Perihelion Capital Ltd TSXV:PCL.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.09 0.09 0.10 0 01:00:00

Pacific-Link Announces Signing of Farm-Out Agreement With Red Cloud Exploration, LLC

23/03/2012 12:39am

Marketwired Canada


NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

Note: This press release was filed to SEDAR on August 9, 2011. 

Pacific-Link Capital Inc. ("Pacific-Link" or the "Company") (TSX VENTURE:PCL.P)
announces that pursuant to the letter of intent dated June 1, 2011 with Red
Cloud Exploration, LLC ("Red Cloud"), Pacific-Link and Red Cloud have entered
into a Farm-out Agreement (the "Agreement"), to proceed with the previously
announced proposed qualifying transaction with Red Cloud.


Red Cloud owns certain oil and gas leases covering approximately 1,000 acres in
Jefferson and Leavenworth Counties, Kansas (the Area of Mutual Interest or
"AMI"). Under the Agreement, Pacific-Link will participate in the financing of
the drilling of wells for production of oil and/or gas within the AMI and
participate in the proceeds thereof, subject to the terms and conditions of the
Agreement.


INITIAL FARMOUT

Red Cloud shall grant to Pacific-Link the right to earn the initial farmout of
five wells, and the option to propose and/or participate in the drilling and
completion of additional wells and to receive the appropriate additional
interest therein, upon payment by Pacific-Link of $200,000.00 (USD) in cash at
closing and the initial commitment of $1,750,000.00 (USD) upon notice from Red
Cloud of availability of drilling rigs to drill the initial farmout wells.


Red Cloud Exploration Operating, LLC, will be the operator of the farmout
operations. If actual costs to drill and complete the initial farmout wells
exceed the initial commitment amount, then the operator shall pay 100% such
additional amount as necessary to complete the initial farmout wells. If the
actual costs to drill and complete the initial farmout wells are less than the
initial commitment amount, then the operator shall retain the excess amount and
Pacific-Link shall not be entitled to any refund thereof. Drilling of the
initial farmout wells will commence within 30 days after closing.


The acreage attributed to a well shall be not less than 2.5 acres for an oil
well and not less than 10 acres for a gas well, as determined by the operator
and in accordance with the rules and regulations of the Kansas Corporation
Commission or other relevant governing authority. Such assignment shall convey
to Pacific-Link an undivided 75% of the working interest in the drilling unit,
for both producers and dry holes, from the surface down to and including, but
not below, the base of the deepest producing formation in the earning well.


Red Cloud will retain a 25% carried working interest, with Pacific-Link
responsible for all costs to drill and complete each well into the tanks, if an
oil well, or to the point of delivery to the purchasers gathering line, if a gas
well.


For the initial farmout, Red Cloud covenants with Pacific-Link that the 100%
working interest in each well shall have a net revenue interest of not less than
80% of all of the oil and/or gas produced and saved from a well prior to
deduction of lease burdens; and Pacific-Link's 75% working interest shall have a
net revenue interest of not less than 60% of all of the oil and/or gas produced
and saved from a well prior to deduction of lease burdens production.


ADDITIONAL WELLS

After the initial farmout, if either Red Cloud or Pacific-Link desires to drill
an additional well within the AMI, then the other party shall have the option to
participate in the drilling of the additional well for up to a 50% working
interest in the drilling and completion of such additional wells as provided
herein. The party desiring to drill shall first give written notice of the
additional well(s) proposed to be drilled, including an authorization for
expenditure setting out the details and estimated costs thereof. The other party
shall have thirty (30) days after receipt of such notice to respond.


BOARD OF DIRECTORS AND MANAGEMENT

Immediately following the completion of the qualifying transaction on the
closing date, Pacific-Link will cause those of its directors and officers to
resign as directed by Red Cloud, and Pacific-Link will cause its directors to
approve the appointment of the individuals nominated by Red Cloud as the
directors and officers of Pacific-Link, subject to TSXV approval of such
individuals.


COMPLETION OF QUALIFYING TRANSACTION

The closing of the qualifying transaction and the obligations of Red Cloud and
Pacific-Link to complete the transactions are subject to the fulfillment of
certain conditions, including a 60 day due diligence by Pacific-Link, the
approval of the transactions by TSXV, a concurrent private placement of
Pacific-Link common shares at no less that Cdn$0.10 per share, for aggregate
gross proceeds of at least Cdn$3,000,000.


The Company's shares will remain halted.

ON BEHALF OF THE BOARD

Patrick Wong, Chief Executive Officer

The forward-looking statements contained in this news release represent the
expectations of the Company as of the date of this news release, and,
accordingly, are subject to change after such date. The Company does not
undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
expressly required by applicable securities law.


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