Exhibit 99.1
MAGELLAN PETROLEUM CORPORATION
ANNOUNCES VOTING RESULTS OF
ANNUAL MEETING OF SHAREHOLDERS
PORTLAND, Maine, May 28, 2009 Magellan Petroleum Corporation (NASDAQ: MPET) (ASX: MGN)
announced that its shareholders had voted to approve each of the six items of business at the
Companys annual meeting of shareholders held yesterday in Raleigh-Durham, North Carolina. The
shareholders voted to approve a $10 million equity investment in the Company through the issuance
of (a) 8,695,652 shares of the Companys common stock, $0.01 par value per share (the Common
Stock) and (b) warrants to acquire 4,347,826 shares of Common Stock to Young Energy Prize S.A.
(YEP). The Shareholders also voted to approve:
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the election of William H. Hastings, the Companys President and CEO, as a director to
serve a term of office expiring with the 2011 annual meeting of shareholders; |
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an amendment to the Companys Restated Certificate of Incorporation (the Restated
Certificate) to repeal the per capita voting requirements of Article 12th and
14th thereof, which will have the effect of adopting one-share, one-vote for all
matters for which shareholders are required to vote under Delaware law; |
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an amendment to the Companys Restated Certificate to repeal Article 13th, the super
majority voting provisions thereof; |
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a replenishment and amendment and restatement of the Companys 1998 Stock Option Plan; and |
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the ratification of the appointment of Deloitte & Touche LLP as the Companys independent
auditors for the fiscal year ending June 30, 2009. |
Magellans President and Chief Executive Officer, William H. Hastings said, Our shareholders
voted to strongly support the Companys planned $10 million equity investment by YEP, key proposed
changes to the Companys corporate governance and the Companys Stock Incentive Plan. In addition,
the receipt of shareholder approval of the repeal of the per capita voting requirements of the
Companys Restated Certificate is a condition to the closing of the YEP equity investment
transaction. With this approval in hand, Magellan has now, in place, important elements necessary
to initiate further growth initiatives. We will move to complete the closing of the YEP equity
investment transaction promptly.
As previously disclosed, on February 9, 2009, the Company entered into a Securities Purchase
Agreement (the Purchase Agreement) with YEP under which the Company intends to
sell, and YEP has agreed to purchase, 8,695,652 shares (the Shares) of the Companys common
stock, par value $0.01 per share (the Common Stock) at a purchase price of $1.15 per share, or an
aggregate of $10,000,000. In addition, the Company agreed at Closing to issue a stock purchase
warrant (the Warrant) to YEP entitling YEP to purchase 4,347,826 additional shares (the Warrant
Shares) of the Companys Common
Stock through warrant exercise at a per share price of $1.20. On April 3, 2009, the parties
amended the Purchase Agreement to extend the outside termination date for the closing of YEPs
equity investment from April 30, 2009 to June 30, 2009, in order to conduct yesterdays meeting of
shareholders and to complete the YEP equity investment transaction.
The parties now intend to, subject to the satisfaction of the other conditions to closing
contained in the Purchase Agreement, to complete the YEP equity investment on or before June 30,
2009.
This press release is for informational purposes only and shall not constitute an offer to
sell or a solicitation of an offer to buy any securities of Magellan. The Shares being sold in the
private placement and the Warrant Shares have not been registered under the Securities Act of 1933,
as amended, or state securities laws, and may not be offered or sold in the United States without
being registered with the U.S. Securities and Exchange Commission (SEC) or through an applicable
exemption from SEC registration requirements. The Shares and Warrant Shares are being offered and
sold only to YEP. Magellan has agreed to file a registration statement with the SEC covering the
resale of the Shares issued in the private placement and the Warrant Shares issuable upon the
exercise of the warrants.
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For further information, please contact:
William H. Hastings, President and CEO of Magellan, (207) 776-5616
Daniel J. Samela, Chief Financial Officer of Magellan, at (860) 293-2006
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