TORONTO, ONTARIO--(Marketwire - March 12, 2013) - Michael Wood (the "Offeror") who is located in Guernsey, Channel Islands, acquired 4,502,107 common shares in the capital of Clemson Resources Corp. (the "Company"), representing approximately 17.28% of the outstanding common shares of the Company in connection with the Company's acquisition (the "Transaction") of all of the issued and outstanding ordinary shares of Oyster Oil & Gas Limited ("Oyster"). Immediately after the transaction the Offeror directly holds an aggregate of 4,502,107 common shares of the Company, representing approximately 17.28% of the issued and outstanding common shares of the Company (based on 26,049,632 issued and outstanding common shares as at the date hereof) and warrants to acquire up to an additional 2,796,033 common shares of the Company. If all such warrants were exercised on the date hereof, the Offeror would hold 7,298,140 common shares of the Company, which would represent approximately 25.30% of the issued and outstanding common shares of the Company on a post-conversion beneficial ownership basis (calculated based on 28,845,665 common shares being issued and outstanding assuming the exercise of the warrants only).
The shares were issued to the Offeror by the Company from its treasury in connection with the Transaction. The Company issued to the Offeror 4,502,107 common shares in the capital of the Company at a deemed price of $0.35 per share and issued non-transferable share purchase warrants entitling the Offeror to purchase 2,796,033 common shares of the Company at an exercise price of $0.44 per common share until September 12, 2015. The Offeror, in consideration for the issuance of the 4,502,107 common shares and 2,796,033 warrants received from the Company, transferred 13,703,600 ordinary shares in the capital of Oyster to the Company in connection with the Transaction.
The Offeror has acquired the above-noted securities of the Company for investment purposes and the Offeror may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over the common shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. The common shares of the Company and the warrants were acquired by the Offeror pursuant to the exemption from prospectus and registration requirements under section 2.11 of National Instrument 45-106.
For further information on the press release and to obtain a copy of the early warning report please contact Michael Wood.