has texon taken a red bull?, page-13

i thought the PGA agreement is already in place and it just clarifies regions and royalties further

it seems to refer to the dicks dome prospect coming up and what happens there as it may not be a wandoo add on..

If Texon processes or develops prospects independent of Wandoo in the Texon Exclusive Area:
(a) Wandoo will have the first right of refusal to acquire on the same terms as Texon up to a maximum of 20% of Texon's working interest in Texon generated prospects prior to
spudding of the first well, with the exception of Dicks Dome prospect located in Galveston County Texas; and

(b) Texon is entitled to an ORRI calculated at the same rate as the ORRI to which Wandoo is entitled in respect of prospects in the blue area (see Table 1 above), but based on
the proportionate interest taken up by Wandoo. For example, if Wandoo takes up the full 20% of Texon's working interest, Texon's ORRI is as set out in the following table:


it also looks like wandoo is up for a further 3,000,000 shares, if wandoo agrees to the amendments of the PGA

1.5. Issue of Options to Wandoo as additional consideration for the amendments under the PGA Subject to shareholder approval and in return for Wandoo agreeing to the PGA amendments, the Company proposes to issue 3,000,000 incentive options to Wandoo or its nominee on a date which will be not more than one month from the date of the meeting. ‘Nominee’ of Wandoo means all the holders of voting stock in Wandoo such that those holders will receive
options in proportion to the percentage of voting stock that holder has in Wandoo.

The terms of the options are substantially the same as the Tranche 2 options recently issued to Chief Executive Officer, Clifford Foss, and the options issued to directors, John Armstrong and Bernard Rowley and approved by shareholders in the general meeting on 30 May 2012.



the points made further tackle the issues riche raises
and concern me also

1.6. Approval under Chapter 2E of the Corporations Act
Pursuant to Chapter 2E of the Corporations Act, the Company cannot give a financial benefit to a related party unless the Company obtains shareholder approval for the giving of the benefit.

A related party includes a director of the Company and any associate of the director.

A financial benefit includes issuing securities to a director of the Company including indirectly through an interposed entity.

Shareholder approval is not required if the financial benefit is given to the related parties on arm's length terms. The independent director, Mr Bernard Rowley who does not have an interest in the proposal believes that, whilst it is difficult to say with certainty that it is on arm's length terms, the amendments are reasonable and are in the best interests of the Company by significantly expanding the area from which Wandoo must make prospects available to the Company on a first right of refusal basis.

The Company provides the following information in accordance with the requirements of section 219 of the Corporations Act:

(a) Nature of the potential financial benefit of the related parties Both Dr Armstrong and Mr Mason are related parties of the Company. Under the amendments to the PGA, Dr Armstrong may receive additional financial benefit in the blue area as the term of the PGA is extended for five years. However, he is not entitled to any ORRI or CWI from
successful drilling of prospects arising in the extended red area.

(a) Nature of the potential financial benefit of the related parties Both Dr Armstrong and Mr Mason are related parties of the Company. Under the amendments to the PGA, Dr Armstrong may receive additional financial benefit in the blue area as the term of the PGA is extended for five years. However, he is not entitled to any ORRI or CWI from
successful drilling of prospects arising in the extended red area.




Mr Mason will, through his position as director and as majority shareholder of Wandoo, receive
the following additional financial benefits from the PGA amendments:

(i) ORRI and CWI to Wandoo subject to there being commercial production arising from prospects in the red area; and

(ii) issue of options to Wandoo.
These benefits to Wandoo are in consideration for the extension of the term of the PGA and the extension of the area to include the red area.


regarding the new options to wandoo he says this...

(b) Valuation of the options to Wandoo

The options to Wandoo have been valued using the Monte-Carlo simulation technique based upon the following assumptions:
- Nominal valuation date: 30 June 2012
- Share price at nominal valuation date: $0.465
- Risk free interest rate: 2.54%
- Dividend yield: 0%
- Volatility: 55%
- Expected option life: 4.6 years
Based on these assumptions the options have been valued at $0.19 each; being $570,000 in total for all options. However the valuation technique does not take into account two specific terms of the options. That is, whether a Transaction will occur or will not occur nor whether the
Price Target or Transaction Price Target has been met (the relevant target must be met before the options can be exercised). These factors may also affect the value of the options as calculated above.


seems to mess this is all a big mess, people want more options and bigger chunks in wandoo above their current stake.. with wandoo wanting compensation.. 3 mill options


so are they all holding fire until a yes vote is given then we hear of a sale??? or will a sale happen today or tomorrow regardless??

how do others see it?