Mooncor Oil & Gas and Birch Lake Energy Announce Proposed Acquisition of Birch Lake by Mooncor
27 February 2014 - 9:00AM
Marketwired
Mooncor Oil & Gas and Birch Lake Energy Announce Proposed
Acquisition of Birch Lake by Mooncor
TORONTO, ONTARIO and CALGARY, ALBERTA--(Marketwired - Feb 26,
2014) - Mooncor Oil & Gas Corp. ("Mooncor") (TSX-VENTURE:MOO)
and Birch Lake Energy Inc. ("Birch Lake") (TSX-VENTURE:BLK) are
pleased to announce that they have entered into a non-binding
letter agreement (the "LOI") for the arm's length acquisition by
Mooncor of 100% of the common shares of Birch Lake Energy Inc.
("Birch Lake") (TSX-VENTURE:BLK). Pursuant to the terms of the LOI,
the acquisition is subject to completion of certain conditions
precedent, including, satisfactory due diligence, execution of a
definitive agreement and receipt of all necessary director,
shareholder, regulatory and TSX Venture Exchange approvals.
Pursuant to the LOI,
Mooncor and Birch Lake have agreed to combine their businesses and
the parties anticipate completing the acquisition by means of a
triangular amalgamation (the "Amalgamation"). The Amalgamation will
effectively provide for the acquisition of all of the outstanding
equity interests of Birch Lake by Mooncor, indirectly through a
wholly-owned Alberta incorporated subsidiary of Mooncor (the
"Amalgamation Entity") in a transaction in which the shareholders
of Birch Lake will receive shares of Mooncor (the "Mooncor Shares")
and, if applicable, convertible securities of Mooncor. As a result
of the Amalgamation of Amalgamation Entity and Birch Lake (the
"Amalgamated Corporation"), Mooncor will become the sole beneficial
owner of all of the outstanding shares of Amalgamated Corporation.
The exchange ratio for the exchange of securities of Birch Lake
will be 1:1.
The Amalgamation is
an arm's length transaction and therefore is not a related party
transaction pursuant to Multilateral Instrument 61-101. As a
result, no meeting of Mooncor shareholders is expected to be
required as a condition to completion of the Amalgamation.
As at the date
hereof, the Amalgamation would result in Mooncor issuing an
aggregate of 58,180,383 Mooncor Shares to the shareholders of Birch
Lake, and convertible securities at $0.18 per share exercisable for
an additional 3,525,000 Mooncor Shares. Following the completion of
the Amalgamation, 208,114,903 Mooncor Shares would be outstanding
and 16,367,242 Mooncor Shares would be reserved for issuance. On
closing, current Mooncor shareholders would hold approximately
72.04% of the Mooncor Shares and former Birch Lake shareholders
would own approximately 27.96% of the Mooncor Shares.
Birch Lake is junior
oil and gas company engaged in the exploration for and the
acquisition, development and production of oil and natural gas
reserves. Birch Lake's main asset is a light oil play on 8.125
sections (5,200 acres) (3.067 net sections (1,963 net acres)) on
the Lochend Cardium trend in Alberta (0.6 net sections (384 net
acres) of which are set to expire on April 30, 2014). Additional
information about Birch Lake and its properties and business is
available on SEDAR (www.sedar.com).
The information
in this news release includes certain information and statements
about management's view of future events, expectations, plans and
prospects that constitute forward looking statements. These
statements are based upon assumptions that are subject to
significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements or performance may differ
materially from those anticipated and indicated by these forward
looking statements. Although each of Mooncor and Birch Lake believe
that the expectations reflected in forward looking statements are
reasonable, it can give no assurances that the expectations of any
forward looking statements will prove to be correct. Except as
required by law, each of Mooncor and Birch Lake disclaim any
intention and assumes no obligation to update or revise any forward
looking statements to reflect actual results, whether as a result
of new information, future events, changes in assumptions, changes
in factors affecting such forward looking statements or
otherwise.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Mooncor Oil & Gas Corp.Allen LoneChief Executive
Officer(905) 330-0611atlone@marconintl.comBirch Lake Energy
Inc.William H. PetriePresident and Chief Executive Officer(403)
457-1944whpetrie@birchlakeenergy.com
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