Re: Renova Industries Ltd. regulatory filing...
in response to
by
posted on
May 06, 2009 06:44PM
Developing large acreage positions of unconventional and conventional oil and gas resources
Available with Stockwatch access:
http://www.stockwatch.com/nocomp/new...
EARLY WARNING REPORT PURSUANT
TO NATIONAL INSTRUMENT 62-103
1. Name and address of the offeror:
Renova Industries Ltd. ("Renova")
2nd Terrace West
Centreville
P.O. Box N-7755
Nassau, Bahamas
2. Designation and number or principal amount of securities and the offeror's security
holding percentage in the class of securities of which the offeror acquired ownership
or control in the transaction or occurrence giving rise to the obligation to file the news
release and whether it was ownership or control that was acquired in those
circumstances:
Certain of subsidiaries of Renova have entered into agreements in respect of a
reorganization involving the 91,072,277 common shares ("Shares") of Falcon Oil & Gas
Ltd. ("Falcon") owned by Renova's subsidiary Avelar Energy Ltd. ("Avelar"). These
Shares represent 15.3% of the outstanding Shares. Under the agreements, Avelar has
contributed these Shares to Avelar's subsidiary Avelar Exploration Egypt Ltd. ("Avelar
Egypt"), which has agreed to sell these Shares to Renova's subsidiary Soliter Holdings
Corp. ("Soliter").
3. The designation and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities immediately after the transaction
or occurrence giving rise to obligation to file the report:
After giving effect to the contribution noted above, Avelar Egypt owns 91,072,277
Shares, representing 15.3% of the outstanding Shares. After the completion of the sale
noted above, Soliter will own these Shares. None of Renova, Avelar Egypt or Soliter
currently owns any other securities of Falcon.
4. The designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph 3 over which:
(a) the offeror, either alone or together with any joint actors, has ownership and
control;
After giving effect to the contribution noted above, Avelar Egypt owns
91,072,277 Shares, representing 15.3% of the outstanding Shares. After the
completion of the sale noted above, Soliter will own these Shares. Neither Avelar
Egypt nor Soliter currently owns any other securities of Falcon.
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(b) the offeror, either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the offeror or any joint
actor; and
N/A
(c) the offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership;
N/A
5. The name of the market in which the transaction or occurrence that gave rise to this
report took place:
N/A
6. The purpose of the offeror and any joint actors in effecting the transaction or
occurrence that gave rise to this report, including any future intention to acquire
ownership of, or control over, additional securities of the reporting issuer;
The Shares were acquired for investment purposes. Renova and its subsidiaries may
acquire additional Shares or dispose of some or all of the Shares currently held.
7. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the
offeror, or any joint actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to this report, including
agreements with respect to the acquisition, holding, disposition or voting of any of the
securities:
On May 4, 2009, Avelar and Avelar Egypt entered into a Contribution Agreement
involving Avelar's contribution of Shares to Avelar Egypt. On May 5, 2009, Avelar
Egypt and Soliter entered into a Share Sale and Purchase Agreement involving the sale of
these Shares by Avelar Egypt to Soliter. The Share Sale and Purchase Agreement
contemplates that this sale will be completed by May 31, 2009.
8. The names of any joint actors in connection with the disclosure required by this report:
N/A
9. In the case of a transaction or occurrence that did not take place on a stock exchange
or other market that represents a published market for the securities, including an
issuance from treasury, the nature and value of the consideration paid by the offeror;
and
The transfers of Shares were part of a reorganization undertaken by certain of Renova's
subsidiaries. The Shares were contributed by Avelar to Avelar Egypt in exchange for
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equity and will be sold by Avelar Egypt to Soliter for a purchase price equal to the cost of
the acquisition of these shares by Avelar.
10. If applicable, a description of any change in any material fact set out in a previous
report by the entity under the early warning requirements in respect of the reporting
issuer's securities:
N/A
DATED this 5th day of May, 2009.
RENOVA INDUSTRIES LTD.
by (signed) Marco Montanari
Marco Montanari
Director