Piper Resources Ltd. (formerly 2937077 Canada Inc.) Announces Acquisition of Private Companies, Farm-in Agreement and Corporate Name Change



    CALGARY, June 25 /CNW/ - Piper Resources Ltd. (formerly 2937077 Canada
Inc.) ("Piper" or the "Company") is pleased to announce that it has entered in
an agreement to acquire all of the outstanding shares of two private oil and
gas companies which hold assets in the Peace River Arch area of northwest
Alberta (the "Acquisition"). The Acquisition provides the Company with its
initial purchase of oil and gas assets since its reorientation as an oil and
gas exploration, development and production company in January 2007. The
assets being acquired are consistent with the Company's acquisition strategy
by providing quality assets that are geographically focused with extensive
multi-zone development opportunities. The transaction is expected to close on
or about July 31, 2007. The Company also entered into a farm-in agreement on
additional lands adjacent to acreage acquired under the Acquisition. Under the
terms of the farm-in, the Company is committed to spending $12.5 million by
July 31, 2008 to earn a 50% working interest in an additional 10,240 acres.

    Highlights of the Acquisition:

    
    -   Acquisition price of $60 Million before closing adjustments and
        costs,

    -   July's production is estimated to be approximately 1,300 boe per day,
        of which 96% is natural gas, with an additional 200 boe per day of
        production awaiting alternate pipeline routing,

    -   Proved plus probable reserves of 3.8 million boe, based on
        December 31, 2006 independent third party engineering estimates,

    -   Acquired 36,355 net acres of undeveloped land,

    -   Significant growth opportunity with 29 multi-zone (11.5 net)
        locations identified to date, all of which are operated,

    -   Exclusive farm-in opportunity to earn 50% working interest in an
        additional 10,240 acres.
    

    The Acquisition will be financed through a combination of the Company's
existing cash balances, the establishment of a new credit facility with a
Canadian based bank, and the establishment of a financing arrangement with
Matco Investments Ltd. ("Matco"). Matco is a shareholder and a debenture
holder of the Company and one of the Company's directors is also a principal
of Matco. Under the terms of the financing arrangement, Matco will loan or
guarantee up to $42 Million to the Company for closing of the Acquisition. The
Company will pay Matco a fee of $750,000 as consideration for the financing
arrangement. If the Company utilizes the facility from Matco, an additional
fee will be paid to Matco based on the proportion of the facility utilized up
to a maximum additional fee of $750,000, payable at the option of Matco, in
cash or Class B non-voting shares of the Company. Any amounts drawn on the
Matco loan facility will be repayable in one year together with interest at a
specified Canadian bank's lending rate to the Company plus 2%. The financing
arrangement may be considered a related party transaction within the meaning
of Ontario Securities Commission Rule 61-501 but is exempt from the formal
valuation and minority approval requirements thereof. An independent committee
of the Company's board of directors reviewed and unanimously approved the
financing arrangement with Matco.

    Certain information regarding the Company contained herein may constitute
forward-looking statements. These statements relate to future events or future
performance of the Company. When used in this release, the words "may",
"would", "could", "will", "intend", "plan", "anticipate", believe",
"estimate", "predict", "seek", "propose", "expect", "potential", "continue",
and similar expressions are intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties, and other
factors that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Such statements reflect
the Company's current view with respect to certain events, and are subject to
certain risks, uncertainties and assumptions. Many factors could cause the
Company's actual results, performance, or achievements to vary from those
described in this presentation. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying forward-looking
statements prove incorrect, actual results may vary materially from those
described in this release as intended, planned, anticipated, believed,
estimated, or expected.
    Furthermore, statements relating to "reserves" or "resources" are deemed
to be forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the resources and reserves
described can be profitable in the future.

    Piper Resources Ltd. is a widely-held, non-listed exploration,
development and production company pursuing conventional oil and natural gas
opportunities in western Canada. The Company is based in Calgary, Alberta. On
June 12, 2007, the shareholders of the Company voted in favor of changing the
name of the Company to "Piper Resources Ltd.", which became effective on
June 25, 2007.





For further information:

For further information: Piper Resources Ltd. (formerly 2937077 Canada
Inc.), Greg Cave, President, Tel: (403) 718-2301

Organization Profile

PIPER RESOURCES LTD.

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