Ryland Oil Announces Agreements to Purchase Eternal Energy Corporation and to Purchase Royalty
26 Novembro 2009 - 8:00AM
Marketwired
Ryland Oil Corporation ("Ryland" or "the Company") (TSX VENTURE:
RYD) is pleased to announce the following:
Agreement to Acquire Eternal Energy Corporation
Ryland and Eternal Energy Corporation ("Eternal") have entered
into an agreement under which Ryland will acquire all of the issued
and outstanding shares of common stock of Eternal for consideration
of 0.352 of one Ryland share for each Eternal share. The
acquisition will be completed by way of a plan of arrangement.
Eternal has approximately 50,550,000 shares outstanding on a fully
diluted basis, and therefore the Eternal stockholders will receive
approximately 17.8 million Ryland shares valued at CDN$0.36 per
share based on a 20 day volume weighted average price for Ryland's
stock, for total consideration of approximately CDN$6.42 million.
Eternal is a Denver-based corporation whose shares are quoted for
trading on the OTC Bulletin Board. Eternal has approximately U.S.
$1.7 million in cash and is debt-free.
Eternal's assets include a 5% gross overriding royalty on
production from all of the petroleum and natural gas leasehold
acreage held by Ryland's wholly subsidiary Pebble Petroleum Inc.
("Pebble") in southeast Saskatchewan. The Eternal royalty extends
to production from the Bakken formation in any lands in which
Pebble's joint venture partner, TriAxon Resources Ltd., ("TriAxon")
earns an interest under its farm-in agreements with Pebble
respecting 81 sections of Flat Lake acreage. In addition, Ryland's
U.S. subsidiary and Eternal are joint venture partners in North
Dakota and Montana leasehold acreage, where Ryland holds a 90%
working interest in 35,000 acres in PNG leases with Eternal holding
10%. Ryland and Eternal, together with a third party, are also
joint venture partners in the Paradox Basin prospect in Colorado
and Utah.
The arrangement is subject to the approval of the shareholders
of both Ryland and Eternal, as well as court approval. The
agreement is also subject to Canadian and U.S. regulatory approvals
and the satisfaction of other conditions which are typical for
transactions of a similar nature. The agreement is also conditional
upon Ryland completing its financing previously announced on
November 9th to pay out its trade payables.
"This acquisition is strategic for us," said Ryland President
Gerry Shields. "The acquisition will result in a consolidation of
our interests with those of Eternal in our various plays and
strengthen our position, particularly in southeast Saskatchewan and
North Dakota. By acquiring ownership and control of Eternal's 5%
royalty on our Saskatchewan acreage, we will substantially improve
the economics of future production. With increased industry focus
on exploration in North Dakota of late, combining our 90% working
interest in our acreage there with Eternal's 10% makes practical
sense and will make it easier to transact business going forward.
We believe that the shareholders of both companies will benefit
from the synergies which will be realized from combining
forces."
GMP Securities LP is acting as Ryland's advisor with respect to
the Eternal acquisition.
Purchase of Royalties
Ryland has entered into an agreement to purchase a further 3%
gross overriding royalty on all production from all southeast
Saskatchewan properties held by Ryland's subsidiary, Pebble. The
seller is a consultant to the Company. The royalty is reducible to
1.75% linked to Saskatchewan Crown holiday regulations. The royalty
extends to all production from the Bakken formation in any lands
which earned by TriAxon under its farm-in agreements with Pebble
respecting 81 sections of Flat Lake acreage. In return for the 3%
royalty, Ryland has agreed to pay to the seller a cash payment of
US$1.2 million and issue to the seller 1.2 million Ryland common
shares at a deemed price of CDN$0.36. The agreement is subject to
regulatory approval and the satisfaction of certain conditions
typical for transactions of like nature.
Said Mr. Shields: "The purchase of the 3% royalty, combined with
the acquisition of Eternal, will effectively result in Ryland
owning and controlling 8% of the 12% gross overriding royalties
currently held on production from all southeast Saskatchewan
properties held by our subsidiary, Pebble. This will reduce the
royalty burdens to a more manageable and economic 4%. Ownership and
control of these royalties will also give us greater latitude in
structuring farm-outs, joint ventures, asset sales and other
transactions."
In connection with the matters described above, Ryland has also
granted options to acquire a total of 1,000,000 common shares of
the Company at the exercise price of $0.40 for a period of 15
months to two consultants in accordance with the Company's stock
option plan.
Purchase of Additional Bakken Acreage
Ryland has acquired Crown PNG leases covering an additional 3
sections of land in southeast Saskatchewan from the existing lessee
at a cost of US$40,000. The leases are in a contiguous horizontal
block and are adjacent to Ryland's prospective Flat Lake acreage.
Ryland must successfully drill and complete up to 3 wells within
the next five months in order to extend the leases by production.
The Company has initiated the planning and permitting process to
drill the wells. If the Company is successful, the additional
acreage will add a significant number of potential well locations
in Flat Lake.
Exploration and Drilling Update
Ryland's exploration focus continues to be on the Bakken
formation in its 81 sections in the Flat Lake area of southeast
Saskatchewan which it has joint ventured with TriAxon as operator
(which on November 9th announced that it had entered into an
agreement under which it will be acquired by Crescent Point Energy
Corp.). TriAxon's third farm-in horizontal well on Ryland's Bakken
lands in the Flat Lake area of southeast Saskatchewan, located at 1
- 22 - 1 - 14W2, is continuing to produce approximately 225 barrels
of oil per day. This was the third earning well drilled by TriAxon
under the farm-out agreements, with TriAxon paying 100% of the
costs to drill, complete and equip the well to earn a 50% working
interest in a portion of Ryland's surrounding acreage.
TriAxon has successfully drilled and completed a fourth earning
horizontal well located at 3C5 - 30/4D8 - 30 - 1 - 1 - 15w2,
approximately 4 miles northeast of the 1 - 22 - 1 - 14W2 well, and
has very recently executed a 16 stage horizontal fracture
stimulation of the well. The well is currently flowing back frac
fluids.
TriAxon has also spudded a fifth earning well during the past 10
days, located at 4C14 - 12/4C14 - 13 - 1 - 15W2, approximately 5
miles west of the 1 - 22 - 1 - 14W2 well. TriAxon may elect to
drill a total of 7 earning wells to fully earn in to its rights for
the Bakken Formation across the Company's extensive Flat Lake
acreage position.
Ryland has shut in its well located at 2D7 - 9 - 3D2 - 16 - 04 -
21W2 in the Hardy area of southeast Saskatchewan due to an increase
in water production. The well is undergoing further assessment at
this time.
Corporate Matters
Mr. Richard Findley has tendered his resignation as a director
and Chairman of Ryland, due to other commitments. Mr. Findley has
agreed to continue to serve the Company as a consultant. Mr. Jim
Welykochy, the Company's Vice-President Corporate Development, has
been appointed to the board of directors to fill the vacancy
created by Mr. Findley's resignation.
Ryland also continues to consider strategic alternatives with
its financial advisor and agent, GMP Securities LP, to enhance
corporate and shareholder value.
RYLAND OIL CORPORATION
Gerald J. Shields, President
Issued and Outstanding: 193,576,106
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.
Contacts: Ryland Oil Corporation Mr. Jim Welykochy
Vice-President Corporate Development 403.861.1242
www.rylandoil.com
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