British Virgin Islands-registered company Pluris Energy Group Inc., an international energy company engaged in the acquisition and development of producing oil and gas interests in South America, announced that on August 27, 2009 it entered into a Share Exchange Agreement with Nationwide Energy Portal Inc., a Texas-based developer and provider of a proprietary software based energy portal. By terms of the agreement, Pluris will acquire through a reverse merger full stock of Nationwide Energy, which is currently a privately held company. Nationwide shareholders will receive 150,000,000 common shares of the BVI company. Escrow agreement between the companies will be entered into prior to the closing date of September 30, 2009.
After closing the transaction, Nationwide will become a wholly-owned subsidiary of Pluris Energy, and approximately 80 per cent of BVI company's stock will be controlled by the Nationwide shareholders. Nationwide will take over management of Pluris Energy, will appoint a new Board of Directors, and will pursue the continuation of the current Nationwide's business model of developing and deploying proprietary software architecture.
Also, by terms of the agreement, two wholly owned subsidiaries of Pluris Energy Group, BVI-registered Pluris Energy Group Inc. and Argentinian company Pluris Sarmiento Petroleo SA, must be divested of all their liabilities being transferred from Pluris Energy. Additional terms of the Agreement set out that the books of the company can not retain amounts greater that $175,000 in outstanding debts due and owing at the Closing Date.
As a result of the subsidiary divestiture requirements, on August 29 Pluris Energy sold all of its rights, title and interests in the subsidiaries for the transfer and assumption of approximately $1.3 mln owing to company's creditors. Additionally, the company received indemnification for up to $1.0 mln for any other previous liabilities that might arise from its operations prior to the closing of the agreement.
