Gold Point Energy and San Leon Energy have entered into an agreement whereby San Leon will make an offer to GPE shareholders to purchase all of the outstanding GPE shares in the Company through an exchange of shares. San Leon is an international oil and gas exploration and production company whose shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

It is proposed that GPE and San Leon shall complete the Transaction based upon an exchange shares, whereby six (6) GPE shares will be exchanged for one (1) SLE share. The Agreement provides that the San Leon shares to be issued under the Transaction (the "SLE Shares") shall be issued in two tranches of approximately 50% each. The first tranche shall be issued at closing and will be subject to a hold period of 12 months thereafter. The second tranche of the SLE Shares shall be issued on the first anniversary of the closing date, provided that the entitlement may be reduced in the event of a material breach of any representations, warranties or covenants of made by GPE under the Agreement.

GPE has agreed with San Leon that GPE will make a proposal to those shareholders and employees owning GPE warrants such that these securities will be exchanged for 811,121 newly issued GPE shares and that the warrants in question will be cancelled prior to the closing of the Transaction. A finder's fee equal to 4% of the value of the Transaction, payable by the issue of 1,794,575 new GPE shares, will be paid to Green Corporate Finance Limited upon completion of the Transaction. The anticipated total number of GPE shares outstanding at the closing date, which will include the two issues just mentioned, will be 47,470,061.

It is expected that the Transaction will close in May, 2009. Upon closing of the Transaction, all GPE shares will be de-listed from the TSXV and the Frankfurt Stock Exchange. Application for the admission to AIM of the SLE shares issued to GPE shareholders under the Agreement will be made prior to the closing date and dealings are expected to commence after the first anniversary of the closing date.

Tags: Gold Point Energy, San Leon Energy