EXHIBIT 99.1
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IVANHOE ENERGY INC.
SUNWING HOLDING CORPORATION
SUNWING ENERGY LTD.
c/o Ivanhoe Energy Inc.
The World Trade Centre
000-000 Xxxxxx Xxxxx
Xxxxxxxxx, XX
Xxxxxx X0X 0X0
Xxxxxx 00, 0000
Xxxxx Mineral Acquisition Corporation
000 X. 00xx Xxxxxx, Xxxxx 00
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Executive Officer
RE: TERMINATION OF STOCK PURCHASE AGREEMENT
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Ladies and Gentlemen:
Reference is made to that certain Stock Purchase Agreement,
dated as of May 12, 2006 (as amended, restated, modified or supplemented from
time to time, the "STOCK PURCHASE AGREEMENT"), by and among Ivanhoe Energy
Inc., a Yukon, Canada corporation (the "PARENT"), Sunwing Holding Corporation,
a Barbados corporation and a wholly-owned subsidiary of the Parent (the "
SELLER"), Sunwing Energy Ltd., a corporation organized under the laws of
Bermuda and a wholly-owned subsidiary of the Seller (the "COMPANY"), and China
Mineral Acquisition Corporation, a "blank check" corporation organized under
the laws of the State of Delaware ("CMAC"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to such terms in
the Stock Purchase Agreement.
In light of (i) that certain public announcement made by CMAC on
August 28, 2006 that (a) its Board of Directors has determined to abandon the
proposed amendment of CMAC's amended and restated certificate of incorporation
to allow an extension of the date, from August 30, 2006 to March 31, 2007,
before which CMAC must complete a business combination to avoid being required
to liquidate, and (b) CMAC will abandon its efforts to complete the proposed
acquisition of the Company and return its net assets to holders of its common
shares issued in its initial public offering, and (ii) the fact that the
Closing Date has not occurred on or before the Outside Date, please be advised
that the undersigned hereby notify CMAC of their election to terminate the
Stock Purchase Agreement pursuant to Section 8.1(b)(ii) thereof, effective
immediately. Such termination shall have the effects set forth in Section 8.2
of the Stock Purchase Agreement.
Very truly yours,
IVANHOE ENERGY INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Chief Financial Officer
SUNWING HOLDING CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Chief Financial Officer
SUNWING ENERGY LTD.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Chief Financial Officer
cc: Xxxxxxxx X. Xxxxxxxx
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
00000-0000
