Havana Resorts enters into initial agreement to take over Ripper Inc
Havana Resorts, part of The Esencia Group, announced this week that it has taken the first steps in pursuing a public listing on the Toronto Stock Exchange. The Management
of Havana Resorts have selected this corporate structure as it offers distinct advantages in respect of the transparency of financial and regulatory disciplines, which will
best support the future funding requirements of the multiple development phases of their principal development project once it is fully approved, The Carbonera Club.
public listing is being achieved through a reverse-take over of an existing dormant company, "Ripper Oil & Gas Inc", whereby Havana Resorts will retain majority
shareholding and full management control of the public company, with the company name likely to change to Esencia Resorts Inc. upon completion of the reverse take-over.
RIPPER OIL AND GAS INC.
Suite 1620, 609 Granville Street
Vancouver, BC V7Y 1C3 Telephone: 1-866-824-8938
RIPPER OIL AND GAS ANNOUNCES LETTER OF INTENT
WITH HAVANA RESORTS LIMITED
Vancouver, Canada - February 20, 2013 – RIPPER OIL AND GAS INC. (“Ripper” or the “Company”) (TSX-V: RYP.H) is pleased to announce that it has entered into a letter of
intent (the "LOI") accepted February 18, 2013, pursuant to which the Company has agreed to acquire all of the issued and outstanding share capital of Havana Resorts Limited
("Havana"), an arm's length party, by way of a business combination (the "Business Combination").
Havana is a widely held private limited company incorporated in Guernsey and is not a reporting issuer in any Canadian or other international jurisdiction. Pursuant to
the terms of the Business Combination the common shareholders of Havana will receive 30,000,000 common shares of Ripper at a deemed price of $0.50 per common share, in exchange
for all the issued and outstanding shares of Havana. In addition, Havana shareholders will receive 3,000,000 warrants entitling them to acquire up to an additional 3,000,000
common shares of Ripper, at a price of $0.50 per share, for two years, subject to the achievement of certain milestones to be agreed upon by the parties in the Definitive
In connection with the proposed Business Combination, the Company has agreed to complete a private placement of subscription receipts (each a "Subscription Receipt"),
at a price of $0.45 per Subscription Receipt (the "Financing"), for gross proceeds of up to $5,400,000. Each Subscription Receipt will automatically convert into
one common share (each a "Share") of Ripper on completion of the Business Combination.
Havana, which is managed by the Esencia Group (www.esenciagroup.com), commenced its working relationship with the Cuban Government over eight years ago, starting with
hospitality licensed restaurants in London (www.floridita.co.uk). Following their huge success in this venture (winning the 2005 best UK bar-restaurant award) a high-end
travel and trading business was successfully developed (www. esenciagroup.com)
Havana was incorporated over six years ago with the prime objective of developing tourism projects in Cuba. Since that time Havana has been actively progressing its plans
to develop a resort property in Cuba, in partnership with the Cuban government enterprise agency, Palmares SA (“Palmares”). Today, Cuba has just one golf course, which opened
in 2001. Havana has been assisting Palmares in designing, modeling and defining the most appropriate method to develop integrated golf and leisure resorts – the first of
their kind in the country.
Andrew Macdonald, the CEO of Havana and the Esencia Group commented; “The Carbonera Club is a unique project and a vital development in a new segment of the tourism market
for Cuba. It is a large project which will take a number of years and different phases to complete. The opportunity to list publicly in Canada presents an attractive avenue
to additional sources of capital for this project."
The Carbonera Club, has been in development for over four years, with full planning consent already granted by the Cuban government. The Carbonera Club is a unique, luxury,
oceanfront development, which combines golf and luxury living, and will be the first of a series of properties to be developed and operated by a joint venture to be established
between Havana and Palmares. The Carbonera Club will include a Hotel & Spa, a Beach & Watersport Club, a Tennis Club, a championship 18 Hole Golf Course and use
of the Yacht Club and its Marina as well as the associate club of Xanadu.
The Country Club operators will be the Singapore based GHM hotel group and the Spa will be operated by Singapore based Aman Resorts. The finished conceptual design of
the facility has been shared by three groups of architects: within the site there are Conran residences, a Spanish village by Spaniard Rafael de la Hoz, a country club by
Italian designers One Works and the golf course supervised by English PGA Tour legend, Tony Jacklin. The site has 170 hectares and will be developed in three phases. Villas
and apartments will be available to foreign purchasers.
Rt Hon Brian Wilson, former UK Trade Minister and Chairman of Havana commented “This is an exciting phase in relations with Cuba as it opens up to investment and joint
working with proven partners who respect and support their ambitions for a sustainable approach to economic development. The new company is in a strong position to develop
further joint ventures and to attract investment into Cuba in support of shared objectives.”
The Business Combination will constitute a change of business for Ripper under the policies of the Exchange. Closing of the Business Combination is subject to a number
of conditions including the entering into of the Definitive Agreement, the completion of the Financing the entering into a definitive joint venture agreement with Palmares,
receipt of all required shareholder, regulatory and third party consents, including the Exchange's approval, and satisfaction of other customary closing conditions. The
Business Combination cannot close until the required approvals are obtained. If required by the Exchange's Policies, the Company will retain a sponsor in connection with
the Business Combination. Assuming the completion of the Business Combination, it is anticipated that Ripper will be reclassified as an industrial issuer under the policies
of the Exchange.
It is a condition of this proposed transaction that a new Board of Directors acceptable to Havana for Ripper will be established. This new Board will include Andrew MacDonald
and the Rt Hon Brian Wilson:
Rt Hon Brian Wilson - Chairman
Mr. Wilson was a Member of Parliament in the UK from 1987 until 2005, and served as a Minister of State from 1997 to 2003. After standing down as a Minister prior to his
departure from Parliament, he was asked by Tony Blair to act as the Prime Minister's Special Representative on Overseas Trade. Mr. Wilson holds directorships in a number
of businesses and continues to publicly comment on UK government energy policy, particularly on the subject of nuclear power.
Andrew Macdonald of Boisdale - Director and CEO
Mr. Macdonald has over 13 years experience working in Ibero-America and the Spanish markets within the USA. He has worked for the past six years in Cuba, developing and
rolling out the Floridita brand in conjunction with Sol Melia and Conran Holdings and is the founder of the Cuban specific businesses. His experience in the leisure sector
includes leading EQA projects for two of the ‘leading hotels of the world’ and also created and launched the first 5 star spa and fitness club in Santiago, Chile. In addition,
Mr. Macdonald led the first implementation of the ISO standards and IIP in Chile. He holds a BSc and an MBA from Cambridge University.
Additional information on Havana and the proposed transaction will be provided by way of subsequent news releases prior to a resumption of trading.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and, if required by the Exchange, disinterested shareholder approval.
The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with
respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Ripper should be considered highly speculative.
Trading in the common shares of Ripper will remain halted pending further filings with the Exchange.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For more information, contact Scott Ackerman at (778) 331-8505.
On behalf of the Board of Directors of
RIPPER OIL AND GAS INC.
President and CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
This new release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties.
Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement
or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation.