MEDICINE HAT, AB, March 9 /CNW/ - Reece Energy Exploration Corp.
(TSX-V/RXR) ("Reece") is pleased to announce that it has agreed to acquire all
of the issued and outstanding shares of Long View Resources Corporation
(TSX-V/LRC) ("Long View") by way of an amalgamation under the Business
Corporations Act (Alberta). Reece and Long View have signed an amalgamation
agreement, dated March 8, 2007 (the "Agreement"), whereby Reece and Long View
will amalgamate and continue as a single corporation ("Amalco"), subject to
shareholder and regulatory approvals (the "Transaction"). Long View is a
public oil and gas company with light oil assets located primarily in south
eastern Saskatchewan. Pursuant to the Agreement, shareholders of Long View
will receive 1 security of Amalco for every 4 securities of Long View, and the
existing securities of Reece will be exchanged on a one-for-one basis for
securities with the same terms in Amalco.
Through this transaction Amalco will have production of approximately 750
BOE/d. Additionally, Reece will acquire approximately $4 million in cash and a
current average yearly cash flow of approximately $1.5 million. Reece will
also add Long View's Nearly 37,000 net acres to its current land base of
approximately 50,000 net acres for a total of approximately 87,000 net acres.
As part of the Transaction, John A. Styles, P.Eng., Chairman, Chief Operating
Officer and a Director of Long View, and Kevin T. Patterson, CFA, President
and Chief Executive Officer of Long View, will join those individuals
presently on Reece's current board of directors giving Amalco a total of 7
board members. Reece and Long View have each agreed that, under certain
circumstances, a $250,000 break fee will be payable to the other party if the
Transaction does not proceed.
Long View's Asset highlights:
Ingoldsby - Long View has a 100% working interest ("WI") and currently
operates 2 wells in the Ingoldsby area. These 2 wells are producing
approximately 50 bbl/d.
Pinto - Long View currently has a 100% WI in 3 wells and a 50% WI in one
well in the Pinto area. The combined production from these wells is
approximately 15 bbl/d (13 net).
Workman - Long View has a 37% WI in the Frobisher Voluntary Unit 1 in the
Workman area. This unit currently produces approximately 130 bbl/d (48
net) and is operated by Long View.
If the Transaction is completed, Amalco will issue an aggregate of
approximately 10,014,886 common shares in exchange for all of the issued and
outstanding Long View common shares, and post closing, will have approximately
27.8 million issued and outstanding common shares. Reece's current
shareholders will retain approximately 64% of the outstanding shares of
Amalco, with Long View's shareholders holding the remaining 36%.
Completion of the Transactions is subject to a number of conditions
including, but not limited to, acceptance by the TSX Venture Exchange. Special
meetings of the shareholders of Reece and Long View will be called to consider
the proposed transaction, which is expected to be held in April 2007.
The transaction cannot close until the required shareholder approval is
obtained. There can be no assurances that the Transaction will be completed as
proposed or at all. Investors are cautioned that except as disclosed in the
information circular to be prepared in connection with the Transaction, any
information released or received with respect to the proposed Transaction may
not be accurate or complete and should not be relied upon.
A forthcoming joint information circular that will be mailed to Reece and
Long View shareholders will contain more detailed information regarding the
Transaction. This information will include reserves information as well as
historical and pro-forma financial information. The information circular will
be distributed prior to the date of the Special Meetings of the shareholders
of Reece and Long View to consider and vote upon the Transaction.
Reece is a publicly held oil and gas company headquartered in Medicine
Hat, Alberta, Canada that trades on the TSX Venture Exchange under the symbol
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
BOEs derived by converting gas to oil at a ratio of six thousand cubic
feet of gas to one barrel of oil (6 Mcf: 1 bbl). BOEs may be misleading,
particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1bbl
is based on an energy equivalency conversion method primarily applicable
at the burner tip and does not represent a value equivalency at the
Statements in this release which describe Reece's intentions,
expectations or predictions, or which relate to matters that are not
historical facts are forward looking statements. These forward looking
statements involve known and unknown risks and uncertainties which may cause
the actual results, performances or achievements of Reece to be materially
different from any future results, performances or achievements expressed in,
or implied by such forward looking statements. Reece may update or revise any
forward looking statements, whether as a result of new information, future
events or change in market and business conditions.
For further information:
For further information: Lorne Swalm, President & C.E.O., Reece Energy
Exploration Corp., Phone: (403) 526-9700, firstname.lastname@example.org,