Magnum Hunter Resources Announces Final Closing of NuLoch Resources Acquisition
03 Maio 2011 - 2:37PM
Marketwired
Magnum Hunter Resources Corporation (NYSE: MHR) (NYSE Amex:
MHR-PrC) (NYSE Amex: MHR-PrD) ("Magnum Hunter" or the "Company")
announced today that the Company has closed the acquisition of
NuLoch Resources Inc. (TSX-V: NLR) (OTCQX: NULCF) ("NuLoch"), a
Williston Basin focused upstream oil and gas company.
About the Transaction
As a result of the purchase transaction, Magnum Hunter, through
its indirect wholly-owned subsidiary, MHR Exchangeco Corporation
("Exchangeco"), acquired ownership and control of 100% of the
outstanding Class A shares of NuLoch. The transaction was completed
pursuant to the Arrangement Agreement dated January 19, 2011 among
Magnum Hunter, Exchangeco and NuLoch and a related plan of
arrangement under the Business Corporations Act (Alberta) that was
approved by the NuLoch security holders and the Court of Queen's
Bench of Alberta on April 28, 2011. Magnum Hunter stockholders
approved the issuance of shares of Magnum Hunter common stock in
connection with the acquisition at the Company's 2011 annual
meeting of stockholders held April 29, 2011. Under the transaction,
for each Class A share held, NuLoch shareholders received 0.3304 of
a share of common stock of Magnum Hunter, or in certain
circumstances, 0.3304 of an exchangeable share of Exchangeco which
is exchangeable by the holder for a share of common stock of Magnum
Hunter at any time for no additional consideration, or a
combination thereof. The transaction was effected to allow Magnum
Hunter to acquire the entirety of the business and assets of
NuLoch, which occurred upon closing of the transaction today.
About Magnum Hunter Resources
Corporation
Magnum Hunter Resources Corporation is an independent oil and
gas company engaged in the acquisition, development and production
of oil and natural gas, primarily in the states of West Virginia,
North Dakota, and Texas. The Company is presently active in three
of the most prolific shale resource plays in the United States,
namely the Marcellus Shale, Eagle Ford Shale and Williston
Basin/Bakken Shale.
For more information, please view our website at
http://www.magnumhunterresources.com/
Forward-Looking Statements
The statements and information provided by Magnum Hunter
Resources Corporation and its affiliates ("Magnum Hunter" or the
"Company") in this document that are not statements of historical
fact, including all estimates and assumptions contained herein, are
"forward looking statements" as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward looking
statements include, among others, statements, estimates and
assumptions relating to our business and growth strategies, our oil
and gas reserve estimates, our ability to successfully and
economically explore for and develop oil and gas resources, our
exploration and development prospects, future inventories, projects
and programs, expectations relating to availability and costs of
drilling rigs and field services, anticipated trends in our
business or industry, our future results of operations, our
liquidity and ability to finance our exploration and development
activities, market conditions in the oil and gas industry and the
impact of environmental and other governmental regulation.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "will", "could",
"should", "expect", "intend", "estimate", "anticipate", "believe",
"project", "pursue", "plan" or "continue" or the negative thereof
or variations thereon or similar terminology. These forward-looking
statements are subject to numerous assumptions, risks, and
uncertainties. Factors that may cause our actual results,
performance, or achievements to be materially different from those
anticipated in forward-looking statements include, among other, the
following: adverse economic conditions in the United States, Canada
and globally; difficult and adverse conditions in the domestic and
global capital and credit markets; changes in domestic and global
demand for oil and natural gas; volatility in the prices we receive
for our oil and natural gas; the effects of government regulation,
permitting, and other legal requirements; future developments with
respect to the quality of our properties, including, among other
things, the existence of reserves in economic quantities;
uncertainties about the estimates of our oil and natural gas
reserves; our ability to increase our production and oil and
natural gas income through exploration and development; our ability
to successfully apply horizontal drilling techniques and tertiary
recovery methods; the number of well locations to be drilled, the
cost to drill, and the time frame within which they will be
drilled; drilling and operating risks; the availability of
equipment, such as drilling rigs and transportation pipelines;
changes in our drilling plans and related budgets; and the adequacy
of our capital resources and liquidity including, but not limited
to, access to additional borrowing capacity.
With respect to the NuLoch acquisition, factors, risks and
uncertainties that may cause actual results, performance or
achievements to vary materially from those anticipated in
forward-looking statements include, but are not limited to, failure
to realize the expected benefits of the transaction; negative
effects of consummation of the transaction on the market price of
our common stock; significant transaction costs and/or unknown
liabilities; general economic and business conditions that affect
the Company following the transaction; and other factors. These
factors are in addition to the risks described in our public
filings made from time to time with the Securities and Exchange
Commission. Most of these factors are difficult to anticipate and
are beyond our control.
Because forward-looking statements are subject to risks and
uncertainties, actual results made differ materially from those
expressed or implied by such statements. Readers are cautioned not
to place undue reliance on forward-looking statements, contained
herein, which speak only as of the date of this document. Other
unknown or unpredictable factors may cause actual results to differ
materially from those projected by the forward-looking statements.
Unless otherwise required by law, we undertake no obligation to
publicly update or revise any forward-looking statements, including
estimates, whether as a result of new information, future events,
or otherwise. We urge readers to review and consider disclosures we
make in our public filings made from time to time with the
Securities and Exchange Commission that discuss factors germane to
our business, including our Annual Report on Form 10-K, as amended,
for the year ended December 31, 2010. All forward-looking
statements attributable to us are expressly qualified in their
entirety by these cautionary statements.
Magnum Hunter Contact: M. Bradley Davis Senior Vice
President of Capital Markets bdavis@magnumhunterresources.com (832)
203-4545
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