PetroFrontier Corp. ("PetroFrontier") (TSX VENTURE: PFC) and
Texalta Petroleum Ltd. ("Texalta") (TSX VENTURE: TEX.A) are pleased
to announce that they have entered into an Arrangement Agreement
(the "Arrangement Agreement") dated March 21, 2011 to complete a
business combination (the "Transaction") pursuant to which
PetroFrontier will acquire all of the outstanding shares of
Texalta.
Pursuant to the terms of the Arrangement Agreement, each Texalta
shareholder shall be entitled to receive, at their election: (i)
C$1.58 cash for each Class A common share of Texalta ("Texalta
Share") ; (ii) 0.45 of a common share of PetroFrontier for each
Texalta Share; or (iii) any combination of (i) or (ii) in respect
of the Texalta Shares held thereby, subject to no more than an
aggregate of C$10,000,000 in cash being paid to Texalta
shareholders. The share component of the consideration represents a
21.4% premium using the five day volume weighted average share
prices of PetroFrontier and Texalta and a 10.8% premium based on
the closing prices on March 21, 2011. The Transaction requires
approval by the Texalta shareholders at a special shareholders
meeting expected to be held in May 2011. All directors and officers
of Texalta, as well as certain shareholders, will enter into
lock-up agreements to vote in favour of the Transaction. Subject to
receipt of shareholder, court and regulatory approval, the
Transaction is expected to close in late May 2011. Pursuant to the
terms of the Arrangement Agreement, each of PetroFrontier and
Texalta have agreed to pay to the other party a termination fee of
$2,000,000 under certain circumstances.
Complete details of the Transaction will be included in an
information circular expected to be mailed to all Texalta
shareholders before May 2, 2011.
STRATEGIC RATIONALE
The Transaction consolidates the ownership of exploration
permits EP 103 and EP 104 in Australia's Southern Georgina Basin,
which represents one of the last remaining virtually unexplored,
hydrocarbon prospective, onshore sedimentary basins in the world.
To date, only eighteen wells have been drilled within the entire
Southern Georgina Basin, an area covering over 24 million acres.
Only seven wells have been drilled to date on EP 103 and 104. Post
closing of the Transaction, PetroFrontier will own a 100% working
interest in EP 103 and EP 104 (5.7 million net/gross acres) as well
as a 75% working interest in EP 127 and EP 128 (5.9 million net
acres / 7.9 million gross acres), for a total ownership interest of
11.6 million net acres (85.5% of 13.6 million gross acres) in the
Southern Georgina Basin.
In addition to conventional carbonate targets, Ryder Scott
Company has prepared a report evaluating PetroFrontier's oil and
natural gas resources, effective November 1, 2010, (the "Ryder
Scott Report"), which estimated that the Lower Arthur Creek "Hot
Shale" found in EP 103 and EP 104 contains best estimate un-risked,
undiscovered original oil in place of 192 billion barrels and best
estimate, un-risked, prospective recoverable oil resources of 18.8
billion barrels. In total, the Ryder Scott Report estimates that EP
103, EP 104, EP 127 and EP 128 contain 27.5 billion barrels of best
estimate, un-risked prospective recoverable oil resources.
In addition, PetroFrontier will acquire approximately 115 BOE/d
of high netback, light oil production at Wordsworth and Queensdale
in southeast Saskatchewan, as well as exploration properties at
Carlyle, Saskatchewan and Joarcam, Alberta. Texalta recently
drilled one well at Wordsworth which is currently producing at
approximately 80 Bbl/d (gross) of light crude oil, as well as one
well at Queensdale which is producing at approximately 40 Bbl/d
(gross) of light crude oil. All of Texalta's current production
comes from the Mississippian-Alida formation. However, Texalta also
holds prospective Bakken rights in addition to the conventional
targets that have been drilled to date.
The Transaction will allow PetroFrontier to accelerate its high
impact, light oil exploration program in Australia. PetroFrontier
believes that the Southern Georgina Basin petroleum system is
geologically analogous to proven unconventional Bakken Shale and
conventional carbonate ramp plays in southeast Saskatchewan and
North Dakota. PetroFrontier has raised significant funds to date
and is well capitalized to execute on its planned 20 well
horizontal drilling program. PetroFrontier is preparing to mobilize
a drilling rig to the location of its first exploration well,
Baldwin-2, on EP 103 and a spud date is expected in the second
quarter of 2011. Drilling has been delayed as a result of road bans
throughout Queensland caused by significant flooding earlier in the
year.
FINANCIAL ADVISORS
Macquarie Capital Markets Canada Ltd. acted as exclusive
financial advisor to PetroFrontier with respect to the
Transaction.
FirstEnergy Capital Corp. acted as exclusive financial advisor
to Texalta with respect to the Transaction and has advised the
Board of Directors of Texalta that it is of the opinion that the
consideration to be received by Texalta shareholders pursuant to
the Arrangement is fair from a financial point of view, subject to
review of final documentation. A copy of the fairness opinion will
be included in the Texalta information circular to be sent to
securityholders for the special meeting to be called to consider
the Arrangement.
For more information on PetroFrontier, please visit
www.petrofrontier.com, and for more information on Texalta, please
visit www.texalta.com.
About PetroFrontier
PetroFrontier is an international oil and gas company engaged in
the exploration, acquisition and development of both conventional
and unconventional onshore petroleum assets in Australia's Southern
Georgina Basin. Founded in 2009, PetroFrontier is one of the first
companies to undertake onshore exploration in the Southern Georgina
Basin in Australia's Northern Territory. PetroFrontier's head
office is based in Calgary, Alberta and operations office is in
Adelaide, South Australia.
About Texalta
Texalta is a Calgary based company engaged in the exploration,
acquisition and development of prospective oil & gas properties
in Saskatchewan and Alberta, Canada. Texalta's wholly owned
subsidiary, Texalta Australia Pty. Ltd. holds a 50 percent working
interest in EP 103 and EP 104, covering 5.7 million gross acres of
prospective land in the Southern Georgina Basin, Northern
Territory, Australia.
Forward-Looking Statements
This press release contains forward-looking information that
involves substantial known and unknown risks and uncertainties,
most of which are beyond the control of PetroFrontier and Texalta,
including, without limitation, statements pertaining to the closing
of the Transaction. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results,
performance or achievements could vary materially from those
expressed or implied by the forward-looking information.
Accordingly, prospective investors should not place undue reliance
on these forward-looking statements. A description of assumptions
used to develop such forward-looking information and a description
of risk factors that may cause actual results to differ materially
from forward-looking information can be found in PetroFrontier's
and Texalta's disclosure documents on the SEDAR website at
www.sedar.com. Any forward-looking statements are made as of the
date of this release and, other than as required by applicable
securities laws, neither PetroFrontier nor Texalta assume any
obligation to update or revise them to reflect new events or
circumstances.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States of America. The securities have not been and will not be
registered under the United States Securities Act of 1933 (the
"U.S. Securities Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons (as
defined in the U.S. Securities Act) unless registered under the
U.S. Securities Act and applicable state securities laws, or an
exemption from such registration is available.
Neither the 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.
Contacts: PetroFrontier Corp. Matthew P. Philipchuk President
1-877-822-7280 mphilipchuk@petrofrontier.com PetroFrontier Corp.
Shane J. Kozak Vice President Finance and Chief Financial Officer
(403) 718-3877 skozak@petrofrontier.com www.petrofrontier.com
Texalta Petroleum Ltd. William H. Nixon President (403) 255-8380
texalta@texalta.com Texalta Petroleum Ltd. Dwayne Brosseau IR
Consultant (604) 662-4955 d.brosseau@texalta.com www.texalta.com
Brookline Public Relations, Inc. Shauna MacDonald (403) 538-5645
smacdonald@brooklinepr.com
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