Source Signs Definitive Asset Sale Agreement with Arch Energy Inc.Transaction Valued at up to Cad$27 Million CALGARY, Alberta -- Source Petroleum Ltd. (Pink Sheets:SOPO SOPO Society of Procurement Officers in Local Government (UK) SOPO Special Operations and Program Officer (United States) ) ("Source") is pleased to announce the signing of a definitive agreement with Arch Energy Inc. ("Arch"), in which certain of Source's oil and gas assets will be sold in exchange for shares of Arch, valued at CAD$21 - $27 million. Upon completion of the sale, Source's assets will be comprised of the received Arch shares and warrants, as well as a retained 25% working interest in its large Pasquia Hills, Saskatchewan, oil shale oil shale Any fine-grained sedimentary rock that contains solid organic matter (kerogen) and yields significant quantities of oil when heated. This shale oil is a potentially valuable fossil fuel, but the present methods of mining and refining it are expensive, damage the project comprising 360 sections (230,000 acres), and its earlier loan advanced to FUEL-X International, Inc. for approximately CAD$4.5 million. Source views this transaction as the next step in the development of its large resource base. Speaking in Calgary today, Source President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Sam Charanek stated, "Over the past couple years, Source has assembled a large land base with significant oil resources. We are very pleased to have partnered with Arch, and its highly experienced Board and management team, who will move the development of these assets forward. Source, In addition to participating in the upside Upside The potential dollar amount by which the market or a stock could rise. Notes: This is basically an educated guess on how high a stock could go in the near future. See also: Bull, Downside of these existing projects, will continue to focus on acquiring early stage oil and gas assets as part of our efforts on increasing long-term shareholder value." Arch Energy President and CEO Don Martin further stated, "We are very pleased to have worked closely with Source on this transaction and especially seeing both companies sharing the same vision of creating a strong entity going forward. We look forward to building out and proving up the asset base and growing shareholders' value throughout." Completion of the transaction contemplated under the definitive agreement between Source and Arch is still subject to Source shareholders' approval and certain other conditions, including all necessary regulatory approvals. Highlights of Transaction and Share Dividend * Source will receive approximately 10,000,000 common shares of Arch, 2,000,000 series "A" performance warrants and 1,000,000 series "B" performance warrants of Arch at a deemed value of $2.00 per share (pending adjustments). Sources common share holdings, pre-warrants, are expected to represent approximately 67% of the outstanding Arch shares after their proposed Reverse Take-Over transaction, described below. * Concurrent with the Source Asset acquisitions, Arch plans to raise approximately $20 million in capital (at a minimum expected price of $2 per share) for the development of the acquired Source assets. * Arch has also signed a definitive agreement pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to a Reverse Take-Over ("RTO (Recovery Time Objective) The amount of time a computer system or application can stop functioning before it is considered intolerable to the enterprise. It can be computed to be from seconds to days, depending on how critical the application is to the organization. ") of Aztech Energy Ltd. (symbol "AZK AZK Artikel Zur Krankenpflege (German: articles on health care; Willich, Germany) " - TSX-V exchange), which upon completion, and subject to regulatory approvals, Arch will become a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. in Canada. * Upon the completion of the definitive agreement for the purchase and sale of Source's oil and gas assets to Arch, Source agrees to dividend the Arch shares and warrants, or shares and warrants of the resulting issuer after Arch's RTO with Aztech, to Source shareholders on the record date, subject to regulatory and approvals, on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis. * Thereafter Source will focus on new oil and gas opportunities as part of management strategy to create shareholder value going forward. About Arch Energy Ltd. * Arch Energy is a private Calgary based E&P company with a focus of building a heavy oil portfolio as well as domestic oil and gas production via acquisitions and exploration. * After completing both the Source transaction and the RTO described above, Arch will have approximately 15,000,000 shares and 3,000,000 performance shares outstanding, providing an excellent platform for future growth and increased shareholder value. * Post RTO, but before the Source transaction, Arch will have approximately 20 boe/d of production and approximately 3,200 net acres of land located in Alberta. Arch is also in the process of identifying further acquisition targets. * Arch has a veteran management team with over 130 years of combined of expertise and a successful track record of combining organic growth through internally generated drilling prospects with selected acquisitions which bring exploitation opportunities. Arch management consists of: Donald R. Martin, P.Geol - President and Director * Professional geologist with over 27 years experience largely in the WCSB WCSB Western Canada Sedimentary Basin WCSB Weapons Control Switchboard WCSB West Cascades National Scenic Byway (Oregon) with Pan Canadian Petroleum, Anderson Exploration, Carbon Energy, Evergreen evergreen, term commonly used as synonymous with conifer and applied also to all those broad-leaved plants that bear green leaves throughout the year. Of the latter, most are plants of the tropics, subtropics, and other areas where the growing season is prolonged (e. Resources and Storm Cat Energy. * Drilled over 400 prospects with a greater than 75% overall success ratio. * As Vice President Canadian Exploration at Evergreen Resources responsible for all Canadian operations, grew production from 500 boe/d to over 3000 boe/d. Patrick R. McDonald - Director * Mr. McDonald has served as Chief Executive Officer, President and Director of Nytis Exploration Company, an oil and gas exploration company, since April 2003. * From 1998 to 2003, Mr. McDonald served as President and Chief Executive Officer and Director of Carbon Energy Corporation, an oil and gas exploration and production company. * From 1987 to 1997, he served as Chairman, Chief Executive Officer and President of a company that he founded, Interenergy Corporation, a natural gas gathering, processing, and marketing company. Bill Hodgson, BSc. Engineering, Operations * Over 30 years of results oriented o·ri·ent n. 1. Orient The countries of Asia, especially of eastern Asia. 2. a. The luster characteristic of a pearl of high quality. b. A pearl having exceptional luster. 3. leadership in major to junior oil and gas companies with an operational focus including Amoco Canada, Strand Oil and Gas, Enerplus Resources and Deer Creek Deer Creek may refer to:
* Technical expertise in facilities, operations, exploitation and exploration specifically as they relate to heavy oil. * Graduated from the Banff School of Advanced Management. Dennis Nerland - Director * Mr. Nerland has been a partner in the law firm Shea Nerland Calnan since 1990, practising primarily in the areas of tax and trust law. * Prior thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. he was a partner with the law firm Burnett, Duckworth and Palmer, practising in the same area. * Mr. Nerland is a present and past director with both a number of large private investment firms, private active business companies as well as a number of public companies listed on both the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. and the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . Gregory H. Smith, CA. - Director * Mr. Smith is a Chartered Accountant char·tered accountant n. Chiefly British Abbr. CA A member of one of the institutes of accountants granted a royal charter. and President of Oakridge Financial Management Inc. * Current and former director of various private and public corporations, including Player Petroleum Corp. * Past partner with Smith Cageorge Perry LLP LLP - Lower Layer Protocol , a Calgary CA firm. Brian Carr CARR Carrier CARR Customer Acceptance Readiness Review CARR Carrollton Railroad CARR Corrective Action Request and Report CARR City Area Rural Rides (Texas) CARR Configuration Audit Readiness Review CARR Customer Acceptance Requirements Review CA CFO See Chief Financial Officer. - Director * Canadian Charted Accountant with over 27 years experience in the upstream From the consumer to the provider. See downstream. (networking) upstream - Fewer network hops away from a backbone or hub. For example, a small ISP that connects to the Internet through a larger ISP that has their own connection to the backbone is downstream from the larger oil and gas sector. * Former Vice President Finance and CFO for several publicly listed companies listed company n → compañía cotizable listed company n → société cotée en Bourse listed company list n → . * During tenure has raised over $75 million through public financing. * Management consultant to Canadian and International oil companies in area of accounting systems, reporting and analysis, corporate planning and modeling, and SOX (1) (Schema for Object-oriented XML) An XML schema developed by Veo Systems and Muzino Communications, which was submitted to the W3C. SOX is based on DTD, but adds data typing and reuse mechanisms. compliance. Purchase Consideration The aggregate purchase price to be paid by Arch to Source pursuant to the Arch Asset Acquisition shall be: (a) $21,000,000 less any assumed debt, such purchase price payable via the issuance of Arch Shares at a deemed price per Arch Share equal to the lesser of $2.00 and the price at which the Arch Shares (or securities exchangeable for Arch Shares) are issued pursuant to the Arch Subsequent Financing; (b) 2,000,000 series A performance warrants (the "Series A Performance Warrants"), each of which shall be exchangeable for no additional consideration into one Arch Share at any time on or before the date that is 3 years from the closing date of the Arch Asset Acquisition upon the issuance of a report conforming to the requirements of NI 51-101 for Source's Harmon Value property reporting the existence of at least 30 million barrels of "3P" (i.e. proven plus probable plus possible) gross oil reserves Oil reserves refer to portions of oil in place that are claimed to be recoverable under economic constraints. Oil in the ground is not a "reserve" unless it is claimed to be economically recoverable, since as the oil is extracted, the cost of recovery increases incrementally and each of which shall be non-transferable except as contemplated herein; and (c) 1,000,000 series B performance warrants (the "Series B Performance Warrants"), each of which shall be exchangeable for no additional consideration into one Arch Share at any time on or before the date that is 3 years from the closing date of the Arch Asset Acquisition upon the issuance of a report conforming to the requirements of NI 51-101 for Source's Harmon Value property reporting the existence of at least 50 million barrels of "3P" (i.e. proven plus probable plus possible) gross oil reserves and each of which shall be non-transferable except as contemplated herein. Pursuant to the Asset Acquisition Definitive Agreement, upon completion of the Arch Asset Acquisition Source will use commercially reasonable efforts to dividend out immediately thereafter the Arch Shares, Series A Performance Warrants and Series B Performance Warrants (collectively the "Arch Securities") delivered by Arch to Source to acquire the Source assets to Source's shareholders. To distribute the Arch Securities received by Source to the Source shareholders, Arch will be required to qualify the Arch Securities for distribution in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. via the filing of a registration statement on Form F-1 (or similar forms) as required pursuant to Staff Legal Bulletin No. 4 issued by the United States Securities and Exchange Commission, or obtain an exemption from such requirements. As a result of this requirement, Source has agreed to take all commercially reasonably steps necessary to prepare and submit all necessary filings with the SEC on behalf of Arch to qualify the Arch Securities for distribution in the United States, or obtain an exemption from such requirements. Arch has agreed to provide Source with all commercially reasonable assistance in order to allow Source to satisfy the foregoing obligations. In the event that the Arch Securities are not qualified for distribution in the United States upon completion of the Arch Asset Acquisition, or an exemption from such requirements has not been obtained, Arch and Source have agreed that they shall continue to use all commercially reasonably efforts to qualify the Arch Securities for distribution in the United States, or obtain an exemption from such requirements. Source has agreed that, until such time as the Arch Securities have been distributed to the Source shareholders, it shall not trade the Arch Securities held by it and it shall not take any action to vote the Arch Securities held by it. Completion of the proposed Arch Asset Acquisition is subject to a number of conditions including, but not limited to, the approval of the shareholders of Source and the contemporaneous con·tem·po·ra·ne·ous adj. Originating, existing, or happening during the same period of time: the contemporaneous reigns of two monarchs. See Synonyms at contemporary. completion of the Arch RTO Transaction. It is also subject to the condition in favour of Source that, upon completion of the Arch Asset Acquisition, Arch shall have at least $10,000,000 in working capital. Arch may complete the Arch RTO Transaction prior to, or concurrently with, the completion of the Arch Asset Acquisition. In such event, the rights and obligations of Arch under the Asset Acquisition Definitive Agreement will be assigned to, or assumed by, Aztek. |
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