BASE OIL AND GAS LTD. ANNOUNCES RECAPITALIZATION TRANSACTION AND MANAGEMENT CHANGES
May 20 2011 - 9:45AM
PR Newswire (Canada)
CALGARY, May 20, 2011 /CNW/ -- Symbol: BOG: TSX Venture
CALGARY, May 20, 2011 /CNW/ - Base Oil and Gas Ltd. ("Base Oil and
Gas" or the "Company") is pleased to announce it has entered into a
Recapitalization Agreement (the "Agreement") with Mr. Richard
Thompson and Mr. Hany Beshry, which provides for two non-brokered
private placements (the "Private Placements") by the Company for
aggregate gross proceeds of at least $1.25 million and up to $1.4
million, and the appointment of Mr. Thompson and Mr. Beshry as
executive officers of the Company and Mr. Thompson as a director of
the Company (collectively, "New Management", and with the Private
Placements, the "Transaction"). New Management Pursuant to the
Agreement, Mr. Thompson will be appointed President and Chief
Executive Officer and a director of the Company, Mr. Beshry will be
appointed Executive Vice-President, Exploration of the Company and
Ms. Elizabeth M. Burke-Gaffney will be appointed Vice-President,
Land. Mr. Thompson is a geophysicist with over 30 years of industry
experience. Previously he was Executive VP and a director of
Cequence Energy (2009-2010), VP Exploration of Cyries Energy Inc.
(2004-2008), Manager Geophysics of Cequel Energy (2001-2004) and
Chief Geophysicist of Cypress Energy (1997-2000). Prior to
Cypress Energy, Mr. Thompson held increasingly senior capacities in
both public and private oil and gas exploration companies.
Mr. Thompson graduated from the University of Manitoba in 1979 with
a B.SC in Geophysics (with honours). Mr. Beshry is a geologist with
over 14 years of industry experience. Previously, he was
VP Exploration of Cequence Energy (2009-2010), Manager Geology of
Cyries Energy Inc. (2004-2008), Senior Geologist of Cequel Energy
(2001-2004) and a geologist with Cypress Energy (1997-2000).
Mr. Beshry graduated from the University of Calgary in 1997 with a
Bachelor of Science in Geology. Mr. Thompson and Mr. Beshry were
key team members responsible for growth creation in several
profitable junior oil and gas companies. They represent a focused
technical team that consistently achieved strong production and
reserve growth through prudent acquisitions and drilling. Ms.
Burke-Gaffney is a Landman with more than 24 years of industry
experience. Since May 2008, Ms. Burke-Gaffney has been
retained by various companies on an ongoing basis to provide land
expertise. From February, 2006 to April, 2008, Ms. Burke-Gaffney
held positions of Vice-President, Land, Chief Financial Officer and
Director of Paris Energy Ltd. and subsequently President and Chief
Executive Officer of Paris Energy Inc. From December 2003 to
January 2006, Ms. Burke-Gaffney was Vice-President, Land and
Director of KVR Resources Ltd. From 2001 until 2003, Ms.
Burke-Gaffney was Manager, Land with Nycan Energy Corp. Prior
thereto Ms. Burke-Gaffney was employed by Baytex Energy Ltd. from
1996 until 2000, initially as a Senior Landman, and subsequently as
Chief Landman. Prior to Baytex, Ms. Burke-Gaffney worked for
various large, intermediate and small companies in
land. Ms. Burke-Gaffney graduated from the
University of Toronto in 1984 with a Bachelor of Arts Degree.
She is an active member of the Canadian Association of Petroleum
Landmen and former member of the Board of Directors of the
CAPL. Upon closing of the Transaction, Mr. Henry Sykes and
Mr. Don Cameron will resign as Directors of the Company and Mr. Don
Cameron, Vice President Exploration and Mr. Don Van Tetering, Vice
President Operations will resign as officers of the Company.
Also at that time, Mr. Thompson will be appointed as a Director of
the Company. After completion of the Transaction: -- senior
management of the Company will consist of Richard Thompson -
President and Chief Executive Officer, Hany Beshry - Executive
Vice-President, Exploration, Ms. Burke-Gaffney - Vice-President,
Land and Roy Evans - Vice-President, Finance and Chief Financial
Officer; and -- the Board of Directors of the Company will consist
of Mr. Thompson and some of the current Directors of the Company,
those being Dennis Feuchuk (Chairman), Bruce Hammond, Rick
Alexander and Don Van Tetering. Corporate Strategy Following
completion of the Transaction, the Company will focus predominately
on light oil and liquids-rich gas opportunities in Alberta and
Northeast B.C. The Company will supplement its exploration
and development program with a focused acquisition and
consolidation strategy. The acquisition and consolidation
strategy will expand the Company's suite of assets and provide a
platform for sustainable growth. Private Placements Pursuant to the
Agreement, the Company will complete two private placements, one a
private placement of units of the Company (the "Units") and the
other a private placement of common shares of the Company ("Common
Shares"). For the Unit private placement, Mr. Thompson and Mr.
Beshry will subscribe for an aggregate of 6,415,095 Units and Mr.
Thompson and Mr. Beshry or other persons identified by Messrs.
Thompson and Beshry may subscribe for up to an additional 1,132,075
Units, at a price of $0.1325 per Unit for aggregate proceeds to the
Company of at least $850,000 and up to $1,000,000. Each Unit
will be comprised of one Common Share and one Common Share purchase
warrant (a "Warrant") Each Warrant will entitle the holder thereof
to purchase one Common Share at a price of $0.20 over the next five
years with 1/3 of the Warrants vesting when the five day weighted
average closing share price (the "Market Price") meets or exceeds
$0.26 per Common Share, 1/3 of the Warrants vesting when Market
Price equals or exceeds $0.325 per Common Share and the final 1/3
of the Warrants vesting when the Market Price equals or exceeds
$0.39 per Common Share. For the Common Share private placement, Mr.
Thompson and Mr. Beshry, together with additional subscribers
identified by Mr. Thompson and Mr. Beshry, will subscribe for an
aggregate of 2,666,666 Common Shares at a price of $0.15 per Common
Share for aggregate gross proceeds to the Company of approximately
$400,000. Proceeds from the Private Placements will be used to fund
the Company's capital program, as well as for current working
capital purposes. Escrow Mr. Thompson and Mr. Beshry will each be
required, at closing of the Transaction, to enter into an escrow
agreement which will provide that any Common Shares acquired
pursuant to the Private Placements, and any Common Shares issued
upon exercise of the Warrants, shall be subject to a 24 month
escrow wherein 25% of such securities shall be released on each of
the 6, 12, 18 and 24 month anniversaries of closing of the Private
Placement. Shareholder and Stock Exchange Approvals Completion of
the Transaction is subject to a number of conditions and approvals
including, but not limited to, the approval of the TSX Venture
Exchange and, if required by the TSX Venture Exchange, shareholder
approval. Pursuant to the Agreement, if shareholder consent is
required by the TSX Venture Exchange, the Company has agreed to
obtain written consent from shareholders holding Common Shares
representing in excess of 50.1% of the Company's issued and
outstanding Common Shares (the "Written Consent") on or before June
7, 2011. In the event that the Written Consent is not
obtained on or before June 7, 2011, the Company has agreed to
convene and hold a meeting of shareholders of the Company for
consideration of the Transaction by the shareholders of the Company
on or before July 29, 2011. Board of Directors' Recommendation The
Board of Directors of the Company has unanimously approved the
Transaction and recommends that the Company's shareholders approve
the Agreement and the Transaction and execute a Written Consent.
Any shareholder of the Company wishing to obtain and execute a
Written Consent should contact the Company as set out below.
Financial Advisor Dundee Securities has acted as financial advisor
to New Management in respect of the Transaction. The Agreement The
Agreement contains a number of customary representations,
warranties and conditions. The complete Agreement will be
accessible on the Company's SEDAR profile at www.sedar.com.
Appointment of Interim President and Chief Executive Officer Base
Oil & Gas Ltd. further announces that effective immediately,
Mr. Dennis Feuchuk has resigned his position as President and Chief
Executive Officer of the Company. Mr. Roy Evans, Vice
President Finance and Chief Financial Officer of the Company has
been appointed to serve as interim Chief Executive Officer until
the closing of the Transaction. Mr. Feuchuk will continue in
his role as Chairman of the Board of Directors. Base Oil and Gas
Ltd. is a Calgary based emerging oil and gas company, focused on
the development of light oil & liquids-rich gas reserves in the
Western Canadian Sedimentary basin. Forward Looking and Cautionary
Statements This press release contains forward-looking
statements. More particularly, this document contains
statements concerning: the completion of the transactions
contemplated by the Agreement, including both completion of the
Private Placements and the future directors and officers of the
Company and the use of proceeds from the Private Placements. The
forward-looking statements are based on certain key expectations
and assumptions made by the Company or by New Management, as
applicable, including expectations and assumptions concerning:
timing of receipt of required shareholder and regulatory approvals
and third party consents and the satisfaction of other conditions
to the completion of the Transaction. Although the Company and the
New Management, as applicable, believe that the expectations and
assumptions on which the forward-looking statements made by such
party are based are reasonable, undue reliance should not be placed
on the forward-looking statements because no assurance can be
provided that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required shareholder, regulatory and third
party approvals and consents are not obtained on terms satisfactory
to the parties within the timelines provided for in the Agreement,
or at all, and risks that other conditions to the completion of the
Transaction are not satisfied on the timelines set forth in the
Agreement or at all; the risks associated with the oil and gas
industry in general; the ability to implement corporate strategies,
the state of domestic capital markets, the ability to obtain
financing, changes in general market conditions and other factors
more fully described from time to time in the reports and filings
made by the Company with securities regulatory authorities. The
forward-looking statements contained in this press release are made
as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
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. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S.
SECURITIES LAWS. To view this news release in HTML formatting,
please use the following URL:
http://www.newswire.ca/en/releases/archive/May2011/20/c6337.html p
Base Oil & Gas Ltd. /p table valign="top" border="0" tr td
Dennis Feuchuk /td td Roy Evans, C.A.
/td /tr tr td Chairman, Board of Directors /td td
Interim President and CEO /td /tr tr td (403)
384-0000 /td td (403) 384-0000 /td
/tr tr td a
href="mailto:dennisf@baseoilandgas.ca"dennisf@baseoilandgas.ca/a
/td td a href="mailto:roye@baseoilandgas.ca"roye@baseoilandgas.ca/a
/td /tr /table p align="justify" or visit the Company's website
at a
href="http://www.baseoilandgas.ca/"www.baseoilandgas.ca/a. /p p
/p
Copyright
Base Oil And Gas Ltd. (TSXV:BOG)
Historical Stock Chart
From May 2024 to Jun 2024
Base Oil And Gas Ltd. (TSXV:BOG)
Historical Stock Chart
From Jun 2023 to Jun 2024