Triple Crown Petroleum Ltd. Announces Proposed Qualifying Transaction.

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUE A VIOLATION OF UNITED STATES SECURITIES LAW/

CALGARY, Nov. 9, 2011 /CNW/ - Triple Crown Petroleum Ltd. ("Triple Crown") (TSX Venture: TPP.P) is pleased to announce that it has entered into a business combination agreement with First Mountain Exploration Ltd. and has engaged Macquarie Capital Markets Canada Ltd. to lead a commercially reasonable efforts equity financing of approximately CDN $10 million, approximately 50% of which is intended to be issued on a flow-through basis pursuant to the Income Tax Act (Canada). The transaction will create First Mountain Exploration Ltd., a public Alberta-based oil and gas exploration, development and acquisition company (the "Resulting Issuer") holding 75.5 contiguous sections of exploration acreage in the Slave Point area of Alberta.

Triple Crown intends for the proposed transaction (the "Transaction") with First Mountain Exploration Ltd. ("First Mountain") to constitute its "Qualifying Transaction", as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Transaction is subject to the approval of the Exchange.

The Transaction will be a "Non-Arm's Length Qualifying Transaction", as such term is defined in the policies of the Exchange. First Mountain and Triple Crown share control persons, namely William (Bill) Ambrose, President, Chief Executive Officer and a director of Triple Crown is also the sole director and the President of First Mountain and Janet Scase, Chief Financial Officer of Triple Crown is also the Chief Financial Officer of First Mountain. Mr. Ambrose controls, directly or indirectly, 679,000 common shares of Triple Crown (being approximately 22.6% of the issued and outstanding common shares of Triple Crown) and 1.2 million common shares of First Mountain (being approximately 7.5% of the issued and outstanding common shares of First Mountain). Ms. Scase does not hold any shares in First Mountain and holds 100,000 common shares of Triple Crown (approximately 3.33% of the issued and outstanding common shares of Triple Crown).

Financing

In connection with the Transaction, Triple Crown has entered into an engagement letter dated November 8, 2011 (the "Engagement Letter") with Macquarie Capital Markets Canada Ltd. acting as agent, pursuant to which Triple Crown intends to complete a brokered private placement of unit subscription receipts (the "Unit Subscription Receipts") and flow-through subscription receipts (the "Flow-Through Subscription Receipts") for aggregate gross proceeds of up to CDN $10 million (the "Financing"). Up to $5 million of the Financing will be raised through the issuance of 10 million Unit Subscription Receipts at a price of $0.50 per Unit Subscription Receipt and up to approximately $5 million of the Financing, or such other amount as the parties may agree to in writing, will be raised through the issuance of approximately 8.3 million Flow-Through Subscription Receipts at a price of $0.60 per Flow-Through Subscription Receipt, which subscription receipts will be issued on a flow-through basis pursuant to the Income Tax Act (Canada). The agent will also be granted an option to increase the size of the Financing by up to 15%.  As a step in the Transaction, the Flow-Through Subscription Receipts will be automatically exchanged for common shares of the Resulting Issuer and the Unit Subscription Receipts will be automatically exchange for units of the Resulting Issuer (the "Units"). Each Unit will be comprised of one common share of the Resulting Issuer and one half of one warrant (each whole warrant, a "Warrant") where each Warrant shall be exercisable for a common share of the Resulting Issuer at a price of $0.65 per share for a period of 18 months from the effective date of the Transaction. The gross proceeds of the Financing will be held in escrow until closing of the Transaction.

The Resulting Issuer intends to use the net proceeds of the Financing to drill three wells to test five targets.  It is anticipated these wells will be drilled in the first or second quarter of 2012.  Upon review of the results of the first three wells, the Resulting Issuer will evaluate opportunities for follow up drilling and seismic data acquisition.

Triple Crown will pay the agent a cash commission equal to 6% of the gross proceeds of the Financing payable upon the closing of the Transaction.  In addition, Triple Crown will grant the Agent an option to acquire that number of common shares of the Resulting Issuer equal to 6% of the total number of Unit Subscription Receipts and 6% of the total number of Flow-Through Subscription Receipts sold under the Financing (the "Agent's Option"), exercisable at a price of $0.50 per Agent's Option for a period of 12 months from the date of the closing of the Transaction.

Summary of the Transaction

Triple Crown and First Mountain have entered into an arrangement agreement (the "Agreement") dated November 8, 2011.  The Agreement provides that the Transaction will include a court-approved plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the Arrangement, holders of First Mountain common shares will receive common shares in the capital of Triple Crown on a one-for-one basis.  Holders of First Mountain's currently outstanding common shares will have the right to vote on the Transaction at a special meeting of the First Mountain shareholders anticipated to be held on December 20, 2011.  Upon completion of the Transaction, which is currently anticipated to occur on or about December 20, 2011, shareholders of First Mountain and the subscribers to the Financing will own a majority of the issued and outstanding shares of the Resulting Issuer.

As the Transaction constitutes a Non-Arm's Length Qualifying Transaction pursuant to the polices of the Exchange, Triple Crown must seek Majority of the Minority Approval (as such term is defined in the policies of the Exchange).  Such approval is intended to be sought at a meeting of the shareholders of Triple Crown anticipated to be held on December 20, 2011 (the "Triple Crown Meeting").  At the Triple Crown Meeting, shareholders of Triple Crown will also consider for approval the election of the proposed directors and officers of the Resulting Issuer, the adoption of a new incentive stock option plan in connection with the Arrangement and the changing of the name of Triple Crown to "First Mountain Exploration Ltd.".

A joint information circular outlining the Transaction will be mailed to Triple Crown and First Mountain shareholders. All of the directors of Triple Crown have agreed to vote in favour of the Transaction, with the exception of Mr. Ambrose, the sole director of First Mountain, who abstained from voting on the Transaction.  In addition, a committee of independent directors of Triple Crown reviewed the Transaction and have unanimously recommended the approval of the Transaction.

Trading Halt

At Triple Crown's request, trading in the Triple Crown common shares has been halted by the Exchange pending satisfactory receipt and review of all documents requested by the Exchange.

Sponsorship

Triple Crown intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, Triple Crown will be required to engage a sponsor.

The Resulting Issuer

Upon completion of the Transaction and subject to Exchange acceptance, the Resulting Issuer will be listed on the Exchange as a Tier 2 oil and gas company focused on oil and gas exploration in Western Canada.

It is estimated that there will be approximately 37.3 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Transaction consisting of: (i) 3,000,000 common shares issued to the former holders of Triple Crown common shares; (ii) 15,917,969 common shares issued to the former holders of common shares of First Mountain; and (iii) 18,333,333 common shares issued pursuant to the Financing (upon the conversion of the Unit Subscription Receipts and Flow-Through Subscription Receipts) assuming the maximum of 10 million Unit Subscription Receipts and 8.3 million Flow-Through Subscription Receipts are issued pursuant to the Financing.  In addition, it is anticipated that the Resulting Issuer will also have Warrants exercisable for 5 million Resulting Issuer common shares and options exercisable for 440,000 Resulting Issuer common shares (140,000 of which were issued to the agent in connection with Triple Crown's initial public offering).

Upon the completion of the Transaction, it is anticipated that all of the existing directors and officers of Triple Crown and First Mountain will continue in their current positions and that management of the Resulting Issuer will include the following persons:

William Ambrose - President, Chief Executive Officer and Director

Mr. Ambrose has 37 years' experience in the oil and gas industry. From 1972, Mr. Ambrose has held various positions with public companies in the oil and gas industry, including with Rocky Mountain Energy Corp., Firesteel Resources Inc., Consolidated Global Minerals Ltd., Renegade Oil & Gas Ltd., Renegade Petroleum Ltd. and Petro Uno Resources Ltd.  In these roles, Mr. Ambrose has acquired significant experience with and exposure to accounting and financial reporting issues, as well as capital markets procedure, policies and rules.

Janet Scase - Vice President, Finance and Chief Financial Officer

Ms. Scase has been a chartered accountant of Alberta for over 10 years. Ms. Scase has held various positions with companies in the oil and gas industry, including with ProspEx Resources Ltd., Esprit Exploration Ltd. and Canadian Hunter Exploration Ltd., as well as with PricewaterhouseCoopers LLP.

Brad Barton - Vice President, Engineering, Chief Operating Officer and Director

Mr. Barton is a Professional Engineer and holds a Bachelor of Administration Degree (1992) and a Bachelor of Applied Science Degree (1996), both from the University of Regina. Mr. Barton has had varied experience in petroleum engineering including day-to-day operations and management functions.  Most recently Mr. Barton was consultant to various companies in a variety of technical and management roles including engineering manager at Petro Uno Resources Ltd.  Prior to that Mr. Barton was Vice President of Engineering at Glamis Resources Ltd.  During his tenure at Glamis the company grew, mainly through drilling, from a start-up to a company that produced 500 boe per day.  As Vice President of Engineering Mr. Barton oversaw all of Glamis' field operations and was responsible for managing its reserves and regulatory compliance.  In the past Mr. Barton has also worked for Milagro Energy Inc., Petrofund Energy Trust, Crestar Energy Inc. and Marathon Canada Ltd.

Brian Watts -Exploration Manager

Mr. Watts has 40 years of experience working in various geological and management roles in the oil and gas industry.  Mr. Watts has had an active role in exploration and development evaluations, operations and evaluation of property and corporate acquisitions and divestitures at a number of private and public companies including Camel Oil & Gas Ltd., Tarragon Oil and Gas Limited, Spire Energy Ltd. and Quintana Minerals Resources Corp.

At the meeting of the shareholders of Triple Crown, the shareholders will be asked to increase the number of directors to five and elect the board of directors of the Resulting Issuer. Of the proposed directors of the Resulting Issuer, three will be considered independent of management, and Bill Ambrose and Brad Barton will be considered not independent by virtue of their roles as officers of the Resulting Issuer. The independent directors of the Resulting Issuer will be as follows:

Arthur Halleran, Director

Mr. Halleran received his B.Sc. degree in Geology and M.Sc. degree in Geology from the University of British Columbia, and his Ph.D. in Geology from the University of Calgary. Mr. Halleran has 31 years' technical experience in the oil and gas industry. He has held various positions with companies in the oil and gas industry, including Canacol Energy Inc., Hygait Resources Ltd., Rally Energy Corp., Rocky Mountain Energy Corp., Canoro Resources Ltd., Chevron Canada Capital Co., Trivalence Mining Corporation and Petro Uno Resources Ltd. In these roles, Mr. Halleran has acquired significant experience with and exposure to accounting and financial reporting issues, as well as capital markets procedures, policies and rules.

Sara Pettigrew, Director

Ms. Pettigrew, P. Eng received a B.Sc in Engineering from the University of Calgary in 1998. She has 13 years' experience in oil and gas reservoir engineering in various basins around the world.  Ms. Pettigrew is currently working as a reservoir engineer with Apache Corporation (an international oil and gas company).

Wayne Murphy, Director

Mr. Murphy received a BBA, majoring in accounting from Acadia University in 1980. For the next 15 years he was engaged in public practice with HR Doane and Company and as a sole proprietor. Since 1995, Mr. Murphy has been the driving force behind several successful privately held companies including Lobo Music Corp., Global Webwalkers Inc., Alberta Business Directory Inc., and Shaka Gear Inc.  Mr Murphy has focused on the oil and gas industry for the past 7 years and is a principal and director of numerous privately held corporations including Brooklyn Alta Inc., Hames Energy Inc., International Cleaning Facilities Red Deer Inc., International Cleaning Facilities Edson Inc. and Score Equipment Rentals Inc.

New Incentive Stock Option Plan

As part of the Transaction, the Resulting Issuer intends to implement a new incentive stock option plan, the terms and conditions of which will be implemented and determined by the board of directors of the Resulting Issuer, but will not allow for the issuance of options to acquire in excess of 10% of the issued and outstanding shares of the Resulting Issuer.

About First Mountain

First Mountain is an Alberta-based oil and gas exploration, development and acquisition company incorporated under the Business Corporations Act (Alberta). Management of First Mountain is all located in Calgary, Alberta and is comprised of Ms. Scase as the Chief Financial Officer, Mr. Ambrose as President and Mr. Barton as Vice President Exploration. First Mountain was incorporated in December 2010 and has completed various private financings for a total of $3.8 million.

In October 2011 First Mountain purchased 75.5 contiguous sections of conventional exploration acreage in the Slave Lake area of Alberta for a purchase price of $1,500,000.00 cash and 4 million common shares of First Mountain at a deemed value of $0.375 per common share. In this area of Alberta there are many prospective horizons. To date, five seismically defined exploration targets have been identified on this exploration block. Given the fact that the exploration targets overlay each other, it is possible to test all five of the targets with three wells. If any of the targets result in a satisfactory discovery, First Mountain will have a new pool to develop. Additional drilling and seismic would be required to delineate the extent of the pools. However, current geological mapping and seismic indicate the possibility of hydrocarbon pools. Each discovered pool would require a significant number of development wells. Any of the oil pools may also provide the opportunity for water flood and tertiary recovery.

In addition to the Slave Point acreage, First Mountain has the opportunity to earn a 50% working interest in ¾ of a section of Cardium rights in the Buck Lake area of Alberta. A non-operated well is planned in this area for the fourth quarter of 2011.

Financial Information and Resource Report

A resource report is currently being prepared in respect of the Slave Lake acreage by GLJ Petroleum Consultants ("GLJ") and will be effective as of November 1, 2011.

Triple Crown will prepare and disseminate a subsequent press release including summary financial information and oil and gas resource data of First Mountain.

About Triple Crown

Triple Crown is a capital pool company ("CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of a Qualifying Transaction, Triple Crown will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

Cautionary Statements

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The Transaction is subject to a number of conditions, including, without limitation, approval of the Exchange, approval of the Court of Queen's Bench of Alberta, approval of the shareholders of First Mountain, approval of the Majority of the Minority shareholders of Triple Crown and completion of the Financing. The Transaction cannot close until all required approvals have been obtained. There can be no assurance that the Transaction will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the information circular of Triple Crown containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of Triple Crown, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Triple Crown should be considered highly speculative.

A Note Regarding Forward Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction, the timing of the Transaction, the date of shareholder meetings to approve the Transaction, the Financing, the Resulting Issuer's anticipated work program and future operations, the Resulting Issuer's planned capital expenditures, drilling and development and the timing thereof. In addition, this press release contains forward-looking statements and information regarding the proposed Transaction, statements with regards to the drilling targets of First Mountain, statements with respect to the characteristics and anticipated growth and development potential of the assets to be acquired as part of the Transaction; future drilling and development plans of the Resulting Issuer with respect to the assets to be acquired; the effect of the Transaction and the Financing on the Resulting Issuer's share capital, the expected closing date of the Transaction and the Financing; the use of proceeds of the Financing; and the size of the Financing. In addition, statements relating to "reserves" are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, of the extent to which the reserves described can be profitably produced in the future. Readers should be cautioned that the forgoing list of forward-looking statements and information contained herein should not be considered exhaustive.

The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by Triple Crown and First Mountain, including the satisfaction of the conditions of closing of the Financing and the Transaction on the timing planned, and the receipt, in a timely manner, of regulatory and other required approvals. Although Triple Crown and First Mountain believe that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because neither Triple Crown nor First Mountain can give any assurance that they will prove to be correct.

Since forward-looking statements and information 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, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions including the Transaction; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations, actual production from the acquired assets may be greater or less than estimates; failure to obtain the necessary regulatory approval, stock exchange and other regulatory approvals, including the Majority of the Minority Approval and on the timelines planned; risks that conditions to closing of the Transaction or the Financing are not satisfied. Management has included the above summary of assumptions and risks related to forward looking information provided in this press release in order to provide securityholders with a more complete perspective on the Resulting Issuer's future operations and such information may not be appropriate for other purposes.

The forward-looking statements and information contained in this press release are made as of the date hereof and neither Triple Crown nor First Mountain undertakes any 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.

Barrels of Oil Equivalent (boe)

Barrels of oil equivalent (boe) is calculated using the conversion factor of 6 Mcf (thousand cubic feet) of natural gas being equivalent to one barrel of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl (barrel) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

SOURCE Triple Crown Petroleum Ltd.

For further information:

William Ambrose
President, Chief Executive Officer and Director
Triple Crown Petroleum Ltd.
Telephone: (403) 453-2266

Profil de l'entreprise

Triple Crown Petroleum Ltd.

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