Sydney-based coal bed methane company Planet Gas Ltd will sell its Australian projects to the Alan Flavelle-chaired Greenpower Energy Ltd, ahead of its planned initial public offer.
Sydney-based coal bed methane company Planet Gas Ltd will sell its Australian projects to the Alan Flavelle-chaired Greenpower Energy Ltd, ahead of its planned initial public offer.
Mr Flavelle, the former chair of Red River Resources Ltd, will be joined on the Greenpower board by St John Council chair Gerard King, Oakbridge director Ron McCullough and Toyota Tsusho adviser Takanao Mitsui.
The company, formerly known as Gunnedah Coal Company Ltd, will focus on the exploration, appraisal, drilling and development of CBM projects in Australia, as well as considering new acquisitions.
Under the proposed IPO, which is to be planned to be completed by 27 August 2007, 40 million shares will be offered at 20 cents each to raise $8 million.
The minimum subscription amount is $6 million and oversubscriptions may be accepted through the issue of a further 10 million new shares for a maximum subscription of $10 million.
The full text of a company announcement is pasted below
The Directors are pleased to advise that Planet Gas Limited ('Planet' or the 'Company') has entered into an agreement with Greenpower Energy Limited ('Greenpower') to sell the Company's Australian coalbed methane ('CBM') projects to Greenpower, which is proposed to be listed for quotation by Australian Stock Exchange Limited ('ASX').
Greenpower's operating activities will be focused the exploration, appraisal, drilling and development of CBM projects in Australia, including two hydrocarbon exploration permits it currently holds in the Perth Basin of Western Australia and the Planet exploration projects in the Gippsland and Otway Basins of Victoria, the Willochra and Eromanga Basins of South Australia and the Gunnedah Basin of New South Wales.
With the Company's focus on its USA based CBM projects, particularly the Powder River Basin projects, this proposed transaction will facilitate increased exploration and development of the Company's Australian CBM projects whilst allowing the Company to retain an interest in the future possible success of the projects.
Planet shareholders will be offered an entitlement to participate in the Greenpower IPO and Planet will hold approximately 16.5% of Greenpower after a proposed $8.0 million IPO capital raising.
The Agreement
In summary, Planet has agreed to sell its Australian CBM projects by selling its subsidiary companies which hold the tenements for 12,500,000 fully paid ordinary Greenpower shares.
Completion of the sale is conditional upon a number of conditions precedent including that the ASX approves admission of Greenpower to the official list of the ASX following successful completion of its IPO.
The Greenpower IPO
Greenpower's operating activities will be focused the exploration, appraisal, drilling and development of CBM projects in Australia. Greenpower will also consider new acquisitions.
Under the proposed IPO, which is to be planned to be completed by 27 August 2007, 40.0 million shares will be offered at $0.20 per share to raise $8.0 million. The minimum subscription amount is $6.0 million and oversubscriptions may be accepted through the issue of a further 10 million new shares for a maximum subscription of $10.0 million.
On the basis of an $8.0 million capital raising under the IPO, the capital structure of Greenpower will be as follows:
Shares | % | |
Existing Greenpower shareholders | 23,421,110 | 30.8 |
Planet shareholding | 12,500,000 | 16.5 |
Public subscription | 40,000,000 | 52.7 |
Total | 75,921,110 | 100.0 |
Planet shareholders will be offered an opportunity to participate in the Greenpower IPO on a priority basis. Terms of this priority will be detailed in the Greenpower prospectus.
Directors of Greenpower include:
Alan Flavelle (Chairman)
Alan Flavelle graduated in Physics [sub majors in mathematics and geology] from the University of Western Australia in 1958. After graduating he has worked continuously in the resources industry.
1958-1968: he was employed by the Bureau of Mineral Resources [a federal government agency] as a geophysicist and worked in all states of Australia, New Guinea, Canada and the USA.
1969-70: Employed by West Australian Petroleum, a Perth based affiliate of Chevron as an explorationist in oil exploration activities in Western Australia.
1971-1980: Senior partner in the Layton Group, at that time the largest earth science consulting group based in Australia, and worked on projects in Australia, New Guinea, Philippines, Malaysia, Thailand, Taiwan, Japan, India, USA and Argentina.
1981-present: Has worked as an independent consultant, resource developer and adviser to companies at the technical director level.
Alan became involved in CBM development in 1984 when he visited USA on a fact finding mission. From 1985-1990 he worked on CBM developments in Queensland and instrumental in introducing Mitsubishi Gas and Chemical to CBM technology and that company then took over the Queensland assets. From 1991-2000 he investigated a number of CBM development opportunities in Vietnam, S Korea, S Africa, and Japan as well as Australia. From 2001 to the present he has directed a major investigation for CBM opportunities in Europe and Central Asia. Several projects which he now directs have been acquired in France and Italy. A second major project aimed at identifying CBM opportunities in Western Australia was started in 2003 and is ongoing.
Gerard King (Non-executive director)
After graduating in law (LLB) from the University of Western Australia in 1963, Gerard King commenced articles with (Sir) John Lavan (Lavan & Walsh) in Perth, being admitted as a solicitor in 1965 and into the law firm partnership in 1966, and became its senior partner in 1978. Under Gerard, Lavan & Walsh eventually became Phillips Fox, Perth in 1985.
Throughout his career, Gerard has practised in the legal areas of commercial property, banking/finance, revenue/tax, corporate compliance, and mining law. He taught mortgage and other debt security drafting at UWA law school for 5 years, joined the Taxation Institute of Australia, and the Australian Mining and Petroleum Lawyers Association and gave papers on revenue, strata title, prospectuses, document drafting and other topics. Gerard served on the Law Society of WA Council, and its committees. He was involved in the management of his law firm
from 1968 to 1991, and attended two law firm management courses at the University of New England.
Gerard has been a company director of Australasian Shopping Centres Property Trust, 1977 to 1980, Australian Mining Investments Ltd., 1983 to 2002, and other public companies, and is currently Chairman of Astron Limited and WA State St. John Council Chairman.
Ron Mc Cullough (Non-executive director)
Ronald Hugh Mc Cullough, M.B.A., B.E.(Hons), FAustIMM has, since graduation, been involved in civil engineering design and construction of various works including water supply dams, major water reticulation and suburban infrastructure projects.
In 1972 Ron moved into a career in mining firstly with Alcoa of Australia in bauxite mining and then with Western Collieries Ltd in coal mining. Ron's participation in coal mining continued with his appointment as General Manager of Gunnedah Coal Company Ltd in 1982. Apart from operating both underground and open-cut coal mines the company investigated the development of a private power station and the exploitation of coal bed methane deposits in the Gunnedah basin.
Ron has continued his involvement in the mining industry with the development (and management) of a silica sand operation on behalf of Japanese corporations together with general consulting to the Coal mining industry.
Ron is a current director of Oakbridge, which was at one time the largest coal mining company in NSW, operating at various times the Bulga Open Cut, South Bulga, Ellalong, Gretley, Baal Bone and Clarence coal mines. He is also a director of Astron Limited.
Takanao Mitsui (Non-executive director)
Takanao (Tony) Mitsui, who was born and lives in Tokyo, is a graduate of economics and has completed a Master of Business Administration at Bond University in Queensland. In 1965, Tony joined Tomen Corporation, a large, multi-faceted Japanese Trading House then called Toyo Menka Kaisha, in the Steel Department in the Osaka Head Office. He held Toyo Menka postings in Sydney and, after joining the Coal Department, Vancouver, Canada before
returning to Tokyo in 1981 to head the Toyo Menka Thermal Coal Section.
Tony was subsequently appointed as General Manager, Metals and Minerals for Tomen Australia, then General Manager of the Coal and Iron Ore Department in the Tokyo Head Office of Tomen Corporation. In 1995 he returned to Australia as Managing Director, Tomen Australia and in 2001 he returned to Tokyo as a Corporate Auditor in the Tomen Head Office.
In April 2006, Tomen Corporation merged with Toyota Tsusho, the trading arm of Toyota. Tony remains an adviser to Toyota Tsusho in Tokyo
The Directors look forward to the increased exploration and development of the Company's Australian CBM projects which, to date, have been overshadowed by the Company's more advanced USA based projects.