Oracle Amends Letter of Intent to Acquire Methanogenesis

Source: www.gulfoilandgas.com 5/13/2020, Location: North America

Oracle Energy Corp. is pleased to provide an update to its April 2, 2020, news release wherein the letter agreement dated March 2, 2020 (the "LOI"), with Methanogenesis Corporation ("Methano") was announced pursuant to which the parties agreed to complete a business combination (the "Transaction") by way of a share exchange that will have the effect of Oracle acquiring all of the issued and outstanding common shares in the capital of Methano (the "Methano Shares"). On May 11, 2020 the Company and Methano signed an amendment to the LOI (the "Amended LOI"), whereby the amended transaction will, subject to TSX Venture Exchange (the "TSXV") approval, constitute a "Fundamental Acquisition" rather than a "Reverse Takeover" in accordance with TSXV Policy.

Summary of the Transaction as Amended
Pursuant to the Amended LOI, Oracle will acquire Methano by way of a share exchange (the "Share Exchange") subsequent to Oracle undergoing a 4:1 share consolidation on the basis of one post-consolidation share for each four pre-consolidation shares (the "Share Consolidation"). The Share Consolidation will result in there being 16,830,650 common shares of Oracle outstanding. There are currently 27,620,500 Methano Shares outstanding but it is anticipated that as a result of further future financings to be completed by Methano prior to completion of the Transaction that number will increase to approximately 30,000,000 common shares. Pursuant to the Amended LOI, the Transaction will see the Methano Shares consolidated to 16,830,649 common shares, one less than the number of Oracle post-consolidation shares, allowing for a Fundamental Acquisition. Following the acquisition of Methano there will be approximately 33,661,299 common shares outstanding, prior to taking into account further Oracle shares to be issued pursuant to the Financing outlined below. No finders' fees will be payable in connection with the Transaction.

The completion of the Transaction is subject to the satisfaction of certain conditions precedent, including but not limited to: (i) Oracle completing the Financing (as defined below); (ii) satisfactory due diligence review by each of Oracle and Methano; (iii) the negotiation, execution and delivery of a definitive agreement (the "Definitive Agreement") which will supersede the Amended LOI; (iv) the execution and delivery of a definitive agreement between Methano and the University referred to below; (v) receipt of all requisite third party consents, waivers, permits, orders and approvals, including, without limitation, the approval of the TSXV; (vi) the approval of the respective boards of directors of Oracle and Methano; and (vii) the agreement and approval of the shareholders of Methano. Accordingly, there can be no assurance that the Transaction will be completed on the terms proposed above or at all.

As per the Amended LOI and subject to satisfaction or waiver of the conditions precedent referred to herein, the parties aim to sign the Definitive Agreement by May 31, 2020. Each of Oracle and Methano will bear their own costs in respect of the Transaction.


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