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Thursday, February 23, 2006 8:25:46 AM
CMAQ NEWS .48 _ China Mineral Acquisition Corporation ,
CMAQU, CMAQW) ("CMA") announced today that it has entered into a
Memorandum of Understanding to merge with Sunwing Energy Ltd., the
Chinese oil and gas exploration and production subsidiary of Ivanhoe
Energy Inc. (NASDAQ: IVAN). CMA will acquire Sunwing in an all stock
transaction with Ivanhoe becoming the owner of approximately 75-80% of
CMA's common stock. Upon completion of the merger which is subject to
CMA shareholder approval and other closing conditions, the resulting
public company ("Company") is estimated to have a market
capitalization of approximately $125MM based on current trading prices
of CMA stock.
Sunwing Energy is the corporate flagship for Ivanhoe Energy's
operations in China. Its operating subsidiaries have carried out oil
and gas activities in China for over ten years. Sunwing's projects
include a royalty interest in the Daqing oil field, a 100% working
interest in the Kongnan enhanced oil recovery (EOR) project at Dagang,
in Hebei Province, and a large natural gas exploration project on a
900,000-acre Zitong block in Sichuan Province. The Kongnan project is
being operated by Sunwing under a 30-year production-sharing contract
signed in 1997 between a Sunwing subsidiary and China National
Petroleum Corporation. Sunwing's gross production in Dagang of
approximately 2,050 barrels of oil per day (net 1,680 barrels of oil
per day) reflects the recently announced acquisition from CITIC
Resources for $27,286,135 of 40% of the working interest in Dagang,
taking Sunwing's working interest share to 100%. Sunwing also recently
signed a farmout agreement with Mitsubishi Gas Chemical Corporation
(MGC), in which MGC acquired a 10% working interest in the Zitong
block for $4 million.
Upon successful completion of the merger, Robert Friedland will
join the Company's Board of Directors as Chairman. Mr. Friedland,
Co-Chairman of Sunwing and Deputy Chairman of parent company Ivanhoe
Energy, and Chairman of Ivanhoe Mines Ltd. (NYSE and NASDAQ:IVN), is
an international financier and resource developer who has pioneered
business links in Asia over the past 20 years. It is anticipated that
Sunwing's senior management would remain with the combined company,
including Patrick Chua, Co-Chairman of Sunwing from 1996 to 1999, a
petroleum engineer with 22 years in the Chinese oil and gas industry
managing properties and production-sharing contracts, and Gerald
Moench, Sunwing President and Director between 1997 and 1999, whose 31
years in the oil and gas industry includes drilling and completion
operations in Canada, Indonesia, Australia and China. The Company
intends to change its name following the proposed merger to China
Ivanhoe Energy.
Robert Friedland, Ivanhoe Energy's Deputy Chairman and proposed
Chairman of the combined Company said, "Sunwing was one of the first
-- and still one of the few -- foreign producers of light, sweet crude
oil on the Chinese mainland, one of the world's most important energy
markets. This transaction provides Sunwing with capital and a
financing platform, which together with the enhanced cash flow
resulting from the recently announced acquisition of a 40% working
interest in the Kongnan Project, will assist Sunwing in its objective
of growing its oil and gas operations in China. We have held initial
discussions with entities in China and abroad regarding expansion
opportunities for Sunwing."
The $100 million purchase price for Sunwing includes an Area of
Mutual Interest that secures the benefits of Ivanhoe's existing
working relationships in China covering oil and gas exploration,
discovery, evaluation, development, production, transportation and
marketing as well as rights to participate in any transaction carried
out by Ivanhoe in China utilizing Ivanhoe's innovative HTL heavy oil
upgrading technology. The purchase price is subject to customary
working capital and long term debt adjustments. In addition to
approval of CMA's stockholders, the transaction is subject to other
customary conditions, including definitive documentation, satisfactory
due diligence and obtaining required consents. CMA, as a special
purpose acquisition company, or SPAC, must complete the transaction by
August 30 of this year to avoid being required under its charter to
liquidate, and the parties expect that deadline to be met, although
there can be no assurance that it will.
The proposed transaction includes performance-based additional
consideration where Ivanhoe has the ability to earn 2,000,000 warrants
with a $5 strike price and 1,200,000 common shares if the last sales
price of the CMA common stock equals or exceeds $8.50 per share for
any 20 trading days within a 30 day period in the 2 years after
Closing.
Simon Mu, CEO of CMA, said: "We look forward to working with the
exceptional team at Sunwing to further capitalize on their expertise
and deep relationships within China. With the sponsorship of Ivanhoe
Energy as a majority shareholder and Robert Friedland as our Chairman,
this entity is well positioned to achieve substantial growth in China.
We are also excited about our opportunity to participate in any
transaction carried out by Ivanhoe in China utilizing its breakthrough
HTL technology. HTL is a dramatic technical and economic breakthrough
that upgrades the quality of heavy oil by producing lighter, more
valuable crude oil and has the potential to substantially improve the
economics and transportation of heavy oil."
CMA, based in New York, New York, was incorporated in March, 2004
as a blank check company whose objective is to acquire an operating
business having its primary operations in the People's Republic of
China. CMA consummated a $24MM initial public offering on August 30,
2004. Approximately $20,400,000 was deposited into a trust fund and
the remaining proceeds of $874,000 became available to be used to
provide for business, legal and accounting due diligence on
prospective business combinations and continuing operating expenses.
As of September 30, 2005, CMA holds approximately US$20,891,085 of the
net proceeds of its initial public offering in a trust account
maintained by an independent trustee, which will be released upon the
consummation of a qualifying business combination.
Required Approval of Holders of CMA's Common Stock
Under CMA's charter, the acquisition will require approval by the
holders of a majority of the shares of common stock sold in CMA's
initial public offering (Public Shares). Holders of CMA's common stock
issued prior to its initial public offering have agreed to vote in
accordance with the majority vote of holders of Public Shares.
Additionally, if holders owning 20% or more of the Public Shares vote
against the transaction and elect to convert their Public Shares into
cash, the acquisition cannot be approved. There is no assurance given
that the acquisition will be approved by CMA's stockholders.
CMA stockholders are urged to read the proxy statement regarding
the proposed transaction when it becomes available, because it will
contain important information. It is expected that the transaction
will close before the end of August, 2006.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, about
CMA, Ivanhoe and Sunwing and the combined business of CMA and Sunwing
after completion of the proposed acquisition. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and
expectations of CMA's, Ivanhoe's and Sunwing's management, are subject
to risks and uncertainties, which could cause actual results to differ
from the forward looking statements. The following factors, among
others, could cause actual results to differ from those set forth in
the forward-looking statements: business conditions in China, changing
interpretations of generally accepted accounting principles; outcomes
of government reviews; inquiries and investigations and related
litigation; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Sunwing is engaged;
fluctuations in customer demand; management of rapid growth; intensity
of competition from others engaged in Sunwing's industry; general
economic conditions; geopolitical events and regulatory changes, as
well as other relevant risks detailed in CMA's filings with the
Securities and Exchange Commission, including its report on Form
10-KSB for the period ended December 31, 2004. The information set
forth herein should be read in light of such risks. None of CMA,
Ivanhoe or Sunwing assumes any obligation to update the information
contained in this release.
Where You Can Find Additional Information
Copies of filings in connection with the proposed transaction and
about CMA will be available without charge at the Securities and
Exchange Commission's internet site (http://www.sec.gov), and when
filed will be available from CMA, without charge, by directing a
request to China Mineral Acquisition Corporation, 210 East 85th
Street, Suite 16, New York, New York 10028. Copies of filings made by
Ivanhoe with the SEC are also available on the SEC's internet site.
The information concerning Ivanhoe and Sunwing contained in this press
release has been provided by Ivanhoe and/or Sunwing and/or taken from
or based on publicly available documents and records on file with the
SEC and other public sources and is qualified in its entirety by
reference thereto. CMA does not take responsibility for the accuracy
or completeness of the information contained in such documents and
records or for any failure by Ivanhoe or Sunwing to disclose events
which may have occurred or may affect the significance or accuracy of
any such information but which are unknown to CMA.
KEYWORD: ASIA PACIFIC NORTH AMERICA NEW YORK UNITED STATES CHINA
INDUSTRY KEYWORD: ENERGY OIL/GAS PROFESSIONAL SERVICES FINANCE MERGER/ACQUISITION
SOURCE: China Mineral Acquisition Corporation
CONTACT INFORMATION:
China Mineral Acquisition Corporation
Dixon Chen, 1-848-391-8799
CMAQU, CMAQW) ("CMA") announced today that it has entered into a
Memorandum of Understanding to merge with Sunwing Energy Ltd., the
Chinese oil and gas exploration and production subsidiary of Ivanhoe
Energy Inc. (NASDAQ: IVAN). CMA will acquire Sunwing in an all stock
transaction with Ivanhoe becoming the owner of approximately 75-80% of
CMA's common stock. Upon completion of the merger which is subject to
CMA shareholder approval and other closing conditions, the resulting
public company ("Company") is estimated to have a market
capitalization of approximately $125MM based on current trading prices
of CMA stock.
Sunwing Energy is the corporate flagship for Ivanhoe Energy's
operations in China. Its operating subsidiaries have carried out oil
and gas activities in China for over ten years. Sunwing's projects
include a royalty interest in the Daqing oil field, a 100% working
interest in the Kongnan enhanced oil recovery (EOR) project at Dagang,
in Hebei Province, and a large natural gas exploration project on a
900,000-acre Zitong block in Sichuan Province. The Kongnan project is
being operated by Sunwing under a 30-year production-sharing contract
signed in 1997 between a Sunwing subsidiary and China National
Petroleum Corporation. Sunwing's gross production in Dagang of
approximately 2,050 barrels of oil per day (net 1,680 barrels of oil
per day) reflects the recently announced acquisition from CITIC
Resources for $27,286,135 of 40% of the working interest in Dagang,
taking Sunwing's working interest share to 100%. Sunwing also recently
signed a farmout agreement with Mitsubishi Gas Chemical Corporation
(MGC), in which MGC acquired a 10% working interest in the Zitong
block for $4 million.
Upon successful completion of the merger, Robert Friedland will
join the Company's Board of Directors as Chairman. Mr. Friedland,
Co-Chairman of Sunwing and Deputy Chairman of parent company Ivanhoe
Energy, and Chairman of Ivanhoe Mines Ltd. (NYSE and NASDAQ:IVN), is
an international financier and resource developer who has pioneered
business links in Asia over the past 20 years. It is anticipated that
Sunwing's senior management would remain with the combined company,
including Patrick Chua, Co-Chairman of Sunwing from 1996 to 1999, a
petroleum engineer with 22 years in the Chinese oil and gas industry
managing properties and production-sharing contracts, and Gerald
Moench, Sunwing President and Director between 1997 and 1999, whose 31
years in the oil and gas industry includes drilling and completion
operations in Canada, Indonesia, Australia and China. The Company
intends to change its name following the proposed merger to China
Ivanhoe Energy.
Robert Friedland, Ivanhoe Energy's Deputy Chairman and proposed
Chairman of the combined Company said, "Sunwing was one of the first
-- and still one of the few -- foreign producers of light, sweet crude
oil on the Chinese mainland, one of the world's most important energy
markets. This transaction provides Sunwing with capital and a
financing platform, which together with the enhanced cash flow
resulting from the recently announced acquisition of a 40% working
interest in the Kongnan Project, will assist Sunwing in its objective
of growing its oil and gas operations in China. We have held initial
discussions with entities in China and abroad regarding expansion
opportunities for Sunwing."
The $100 million purchase price for Sunwing includes an Area of
Mutual Interest that secures the benefits of Ivanhoe's existing
working relationships in China covering oil and gas exploration,
discovery, evaluation, development, production, transportation and
marketing as well as rights to participate in any transaction carried
out by Ivanhoe in China utilizing Ivanhoe's innovative HTL heavy oil
upgrading technology. The purchase price is subject to customary
working capital and long term debt adjustments. In addition to
approval of CMA's stockholders, the transaction is subject to other
customary conditions, including definitive documentation, satisfactory
due diligence and obtaining required consents. CMA, as a special
purpose acquisition company, or SPAC, must complete the transaction by
August 30 of this year to avoid being required under its charter to
liquidate, and the parties expect that deadline to be met, although
there can be no assurance that it will.
The proposed transaction includes performance-based additional
consideration where Ivanhoe has the ability to earn 2,000,000 warrants
with a $5 strike price and 1,200,000 common shares if the last sales
price of the CMA common stock equals or exceeds $8.50 per share for
any 20 trading days within a 30 day period in the 2 years after
Closing.
Simon Mu, CEO of CMA, said: "We look forward to working with the
exceptional team at Sunwing to further capitalize on their expertise
and deep relationships within China. With the sponsorship of Ivanhoe
Energy as a majority shareholder and Robert Friedland as our Chairman,
this entity is well positioned to achieve substantial growth in China.
We are also excited about our opportunity to participate in any
transaction carried out by Ivanhoe in China utilizing its breakthrough
HTL technology. HTL is a dramatic technical and economic breakthrough
that upgrades the quality of heavy oil by producing lighter, more
valuable crude oil and has the potential to substantially improve the
economics and transportation of heavy oil."
CMA, based in New York, New York, was incorporated in March, 2004
as a blank check company whose objective is to acquire an operating
business having its primary operations in the People's Republic of
China. CMA consummated a $24MM initial public offering on August 30,
2004. Approximately $20,400,000 was deposited into a trust fund and
the remaining proceeds of $874,000 became available to be used to
provide for business, legal and accounting due diligence on
prospective business combinations and continuing operating expenses.
As of September 30, 2005, CMA holds approximately US$20,891,085 of the
net proceeds of its initial public offering in a trust account
maintained by an independent trustee, which will be released upon the
consummation of a qualifying business combination.
Required Approval of Holders of CMA's Common Stock
Under CMA's charter, the acquisition will require approval by the
holders of a majority of the shares of common stock sold in CMA's
initial public offering (Public Shares). Holders of CMA's common stock
issued prior to its initial public offering have agreed to vote in
accordance with the majority vote of holders of Public Shares.
Additionally, if holders owning 20% or more of the Public Shares vote
against the transaction and elect to convert their Public Shares into
cash, the acquisition cannot be approved. There is no assurance given
that the acquisition will be approved by CMA's stockholders.
CMA stockholders are urged to read the proxy statement regarding
the proposed transaction when it becomes available, because it will
contain important information. It is expected that the transaction
will close before the end of August, 2006.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, about
CMA, Ivanhoe and Sunwing and the combined business of CMA and Sunwing
after completion of the proposed acquisition. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and
expectations of CMA's, Ivanhoe's and Sunwing's management, are subject
to risks and uncertainties, which could cause actual results to differ
from the forward looking statements. The following factors, among
others, could cause actual results to differ from those set forth in
the forward-looking statements: business conditions in China, changing
interpretations of generally accepted accounting principles; outcomes
of government reviews; inquiries and investigations and related
litigation; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Sunwing is engaged;
fluctuations in customer demand; management of rapid growth; intensity
of competition from others engaged in Sunwing's industry; general
economic conditions; geopolitical events and regulatory changes, as
well as other relevant risks detailed in CMA's filings with the
Securities and Exchange Commission, including its report on Form
10-KSB for the period ended December 31, 2004. The information set
forth herein should be read in light of such risks. None of CMA,
Ivanhoe or Sunwing assumes any obligation to update the information
contained in this release.
Where You Can Find Additional Information
Copies of filings in connection with the proposed transaction and
about CMA will be available without charge at the Securities and
Exchange Commission's internet site (http://www.sec.gov), and when
filed will be available from CMA, without charge, by directing a
request to China Mineral Acquisition Corporation, 210 East 85th
Street, Suite 16, New York, New York 10028. Copies of filings made by
Ivanhoe with the SEC are also available on the SEC's internet site.
The information concerning Ivanhoe and Sunwing contained in this press
release has been provided by Ivanhoe and/or Sunwing and/or taken from
or based on publicly available documents and records on file with the
SEC and other public sources and is qualified in its entirety by
reference thereto. CMA does not take responsibility for the accuracy
or completeness of the information contained in such documents and
records or for any failure by Ivanhoe or Sunwing to disclose events
which may have occurred or may affect the significance or accuracy of
any such information but which are unknown to CMA.
KEYWORD: ASIA PACIFIC NORTH AMERICA NEW YORK UNITED STATES CHINA
INDUSTRY KEYWORD: ENERGY OIL/GAS PROFESSIONAL SERVICES FINANCE MERGER/ACQUISITION
SOURCE: China Mineral Acquisition Corporation
CONTACT INFORMATION:
China Mineral Acquisition Corporation
Dixon Chen, 1-848-391-8799
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