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INVESTMENT IN PETROMANAS
6 Months Ended
Jun. 30, 2014
INVESTMENT IN PETROMANAS [Text Block]

11.   INVESTMENT IN PETROMANAS

On February 12, 2010, the Company’s wholly-owned subsidiary DWM Petroleum AG, signed a Share Purchase Agreement and completed the sale of all of the issued and outstanding shares of Manas Adriatic to Petromanas Energy Inc. (“Petromanas”). After closing, the Share Purchase Agreement was amended by an amending agreement dated May 25, 2010. As a result of this transaction, the Company acquired 200,000,000 common shares of Petromanas. 100,000,000 of these were issued on March 3, 2010 pursuant to the original terms of the Share Purchase Agreement; the additional 100,000,000 were received on May 26, 2010, pursuant to the amending agreement. The shares were subject to a hold period expiring September 24, 2011 and bore a legend to that effect.

In addition, all of these shares were deposited into an escrow pursuant to the requirements of the TSX Venture Exchange which provided for the release of the shares from escrow according to the following schedule:

Release dates Number of shares released from escrow
June 24, 2010 10,000,000
August 24, 2010 15,000,000
February 24, 2011 15,000,000
June 24, 2011 40,000,000
August 24, 2011 30,000,000
February 24, 2012 30,000,000
August 24, 2012 30,000,000
February 24, 2013 30,000,000
Total 200,000,000

On July 6, 2012, DWM Petroleum sold 10,000,000 of these shares to one unrelated party at a price of CAD0.17 per common share for gross proceeds of CAD1,700,000 (USD1,670,598). On August 17, 2012, pursuant to agreements dated August 13, 2012, DWM Petroleum sold an additional 90,000,000 of these Petromanas shares to twelve purchasers at a price of CAD0.115 per common share for gross proceeds of CAD10,350,000 (USD10,445,050) together with the right to receive 22.5% of the Performance Shares if and when any Performance Shares are issued by Petromanas. As of December 31, 2012 no proceeds were allocated to these performance shares as they are only issuable upon achievement of certain conditions and the likelihood of the contingent event is not reasonably determined.

During the period of October 18, 2013 to October 29, 2013, DWM Petroleum sold 1,000,000 shares at a price of CAD0.12 per common share for gross proceeds of CAD120,000 (USD114,900) on the open market. On October 25, 2013, DWM Petroleum sold an additional 3,000,000 shares at a price of CAD0.10 per common shares for gross proceeds of CAD300,000 (USD288,510) on the open market.

On November 8, 2013, DWM Petroleum sold an additional 46,000,000 shares at a volume weighted price of CAD0.12 per common shares for gross proceeds of CAD5,595,710 (USD5,366,286) on the open market.

On December 31, 2013, DWM Petroleum owned and controlled 50,000,000 common shares of Petromanas and it had the right to acquire a further 38,750,000 common shares (referred to as “Performance Shares”) upon the occurrence of certain conditions. The 50,000,000 common shares represent approximately 7.2% of the issued and outstanding common shares of Petromanas.

Since February 25, 2013 the fair value of the investment in Petromanas has been reclassified to Level 1 and no additional discount rate is being used for the current calculation of the investment.

Between February 26, 2014 and February 27, 2014 DWM Petroleum sold 1,500,000 shares of Petromanas (PMI) at a weighted average price of CAD0.23 per common share for gross proceeds of CAD337,500 (USD300,602). On March 5, 2014, DWM Petroleum sold an additional 40,000,000 shares at a price of CAD0.20 per common share for gross proceeds of CAD8,000,000 (USD7,214,632) on the open market. On March 6, 2014 DWM Petroleum sold 500,000 shares at a price of CAD0.22 for gross proceeds of CAD110,000 (USD98,751).

As of June 30, 2014, DWM Petroleum holds 8,000,000 million shares in Petromanas, representing 1.2% of the outstanding shares. Additionally, it has the right to acquire a further 38,750,000 common shares (referred to as “Performance Shares”) upon the occurrence of certain conditions.

The quoted market price for one common share of Petromanas on June 30, 2014 was CAD0.34 (USD0.32) .