Carlaw Capital V Corp. has entered into a definitive agreement with Charrua Hydrocarbons Company Ltd, a privately-held oil and gas company, incorporated under the laws of the British Virgin Islands. Under the general terms and conditions of the acquisition agreement, Carlaw will acquire all of the issued and outstanding shares of the BVI company, by way of a three-cornered merger pursuant to the provisions of the BVI Business Companies Act.
According to the merger agreement Charrua, Carlaw and its wholly-owned subsidiary to be incorporated under the BVI Act will merge to form a new merged corporation, which will be a wholly-owned subsidiary of Carlaw.
The proposed transaction will constitute a reverse take-over of Carlaw by Charrua where the existing shareholders of Charrua will own a majority of the outstanding common shares in the capital of Carlaw. The transaction is expected to constitute Carlaw's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange; it will not constitute a non-arm's length qualifying transaction or a related party transaction.
Charrua is a privately held company focused on producing assets and development assets with proven reserves and exploration potential onshore in Argentina and Peru.
