TSX Venture Exchange
Trading Symbol: GDM.H
VANCOUVER, April 17 /CNW/ - Guildhall Minerals Ltd. (the "Company" or
"Guildhall") further to the Company's news release of March 19, 2009,
Guildhall is pleased to announce that it has entered into a definitive
agreement (the "Definitive Agreement") dated effective April 15, 2009 with an
Alberta-based oil and gas company (the "Vendor"). Pursuant to the terms of the
Definitive Agreement, the Company has agreed to acquire (the "Acquisition")
certain petroleum and natural gas assets currently owned by the Vendor (the
"Assets") for a purchase price of $1,500,000 (the "Purchase Price"). In
addition to the foregoing consideration, the Company has paid an arm's length
third party an assignment fee of $25,000 for the right to enter into the
Definitive Agreement. The Company also expects to pay a finder's fee in
connection with the Acquisition of an amount up to the maximum amount
permitted by TSX Venture Exchange (the "Exchange") policy.
The Purchase Price is based upon internal valuation with reference to the
value of the Assets, as evaluated in an independent engineering report (the
"Geological Report") prepared in accordance with National Instrument 51-101 -
Standards of Disclosure for Oil and gas Activities ("NI 51-101"). The Company
has filed the Geological Report with the Exchange.
The Assets are located in a contiguous block in west-central Alberta. The
Company's interests in the Assets consist of 50% in 2 sections and 100% in 5
sections, all of which contain drilled, cased and completed gas wells.
Additionally, the Company will be required to drill and complete 2 gross
shallow gas wells prior to July 31, 2009 to earn post-pooled minority
interests of 4.84375% and 7.23125%, respectively, in 2 gross sections of land
in the same area. The Company has the ability to significantly increase its
net working interests in these 2 additional sections by agreeing to farm-in or
acquisition terms with other working interest holders in these sections.
The Acquisition is part of a reactivation plan of the Company which will
see its current activities expanded to include oil and gas exploration,
acquisition and production. The Acquisition will be an arm's length
transaction as the directors and officers of the Corporation have no interest
in the Vendor. The Acquisition is subject to the policies of the Exchange
relating to reactivation transactions of NEX companies, as well as shareholder
approval of the Company, as prescribed by Exchange Policy 5.2 - Changes of
Business and Reverse Takeovers.
The Acquisition is subject to shareholder approval and final approval of
the Exchange. The Company has made an application to the Exchange to obtain an
exemption from the sponsorship requirements in respect of the Acquisition;
however, there is no guarantee the sponsorship exemption will be granted.
The Company expects to file a Filing Statement with the Exchange and to
obtain disinterested shareholder approval of the majority of its shareholders
pursuant to a consent resolution. The Company will issue a subsequent news
release as soon as the Filing Statement has been accepted for filing by the
Pending the expansion of its activities to include oil and gas
exploration, acquisition and production, the Company intends to complete a
private placement of up to 10,000,000 Common Shares at a price of $0.25 per
share (the "Private Placement") (see the Company's news release dated March
The proceeds from the Private Placement will be used by the Company to
develop the Assets and for general working capital. The Company expects to pay
a finder's fee in connection with the Private Placement .
For further information, please contact Chris Cooper at 604 689-8336.
ON BEHALF OF THE BOARD
(signed) "Chris Cooper"
Completion of the transaction is subject to a number of conditions,
including Exchange acceptance and disinterested Shareholder approval. The
transaction cannot close until the required Shareholder approval is 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 Filing Statement
to be prepared in connection with the transaction, any information released or
received with respect to the COB may not be accurate or complete and should
not be relied upon. Trading in the securities of Guildhall Minerals Ltd.
should be considered highly speculative.
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.
For further information:
For further information: Chris Cooper, (604) 689-8336