FairfieldNodal, Inc. executed letter of intent to acquire WGP Group Ltd from Thalassa Holdings Limited (AIM:THAL) for $30 million on August 15, 2017. Under the terms of consideration, an upfront payment will be of $20 million and a further potential $10 million performance based earn-out. Fairfield also proposes to invest $2 million to acquire a 20% equity stake in GO Science Group Ltd. Fairfield entered into an agreement to acquire WGP Group Ltd from Thalassa Holdings Limited on November 30, 2017. Thalassa has agreed to leave up to $2.5 million of cash in the business to meet its working capital requirements during the first five months of 2018. Any revenue received post completion in relation to certain sales made, services provided and work undertaken by WGP Group prior to completion will be repayable by Fairfield against this working capital amount. For the year ended December 31, 2016, WGP Group reported revenues of $14 million, nil profit after tax and net assets of $11.6 million. Those employees of the WGP Group currently employed by WGP Exploration will transfer to the FFN Group at completion pursuant to TUPE. Those employees currently employed by WGP Professional Services Ltd will be offered employment by WGP FFN Professional Services Ltd on the same terms and conditions as they presently benefit from. Two WGP Exploration employees have opted out of the TUPE process and therefore will remain with the WGP Group at completion. The transaction remains subject to detailed financial and legal due diligence and to agreement on the transaction documentation, which would be conditional upon shareholder approval. Completion is conditional, inter alia, certain agreements being entered into to allow Fairfield use of the property at Eastleigh Court and arrangements to assign the leases of Thalassa’s premises in Norway to Fairfield and Thalassa obtaining the agreement of key customers to the novation of their contracts from WGP Group to Fairfield. The transaction is unanimously approved by the Board of Thalassa. Shareholders of Thalassa unanimously approved the transaction on December 19, 2017. The transaction is expected to complete on or around December 31, 2017. The Board of Thalassa intends to apply the net consideration received to pursue acquisition of other assets, which in the opinion of the Board, have the opportunity to generate superior returns for shareholders. Chris Fielding of WH Ireland Limited acted as financial advisor and Link Asset Services and Link Market Services (Jersey) Limited acted as registrars and Link Market Services Trustees Ltd acted as depositary to Thalassa. FairfieldNodal, Inc. completed the acquisition of WGP Group Ltd from Thalassa Holdings Limited (AIM:THAL) on January 2, 2018. the earn out payment is due to be paid by September 11, 2019.