/THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS/
CALGARY, June 2 /CNW/ - Torquay Oil Corp. (TSX-V: TOC.A & TOC.B) ("Torquay" or "the Company") is pleased to announce that it has signed a Purchase and Sale Agreement to acquire approximately 125 bbls/d of oil production in its core area of southeast Saskatchewan along with 100% owned facilities and prospective lands (the "Acquisition"). Current production comes from the Bakken formation; Torquay has identified up to 13 net additional development drilling locations (two Bakken and 11 net Frobisher) on lands associated with the purchase. The total consideration is $10.2 million, of which approximately $8.7 million will be paid in cash and approximately $1.5 million will be paid by the issuance of Class A Shares ("Class A Shares") of the Company. The Acquisition is expected to be completed on or about July 2, 2010. Based on an independent reserves evaluation prepared by McDaniel & Associates Consultants Ltd. dated effective as of March 31, 2010, transaction metrics for the Acquisition are approximately $81,600 per flowing barrel of oil and $28.83 proved plus probable per barrel in the ground.
In conjunction with the Acquisition, Torquay is also pleased to announce that it has entered into an agreement with a syndicate of agents, co-led by Canaccord Genuity Corp. and GMP Securities L.P. and including Acumen Capital Finance Partners Limited (collectively, the "Agents") pursuant to which the Agents have agreed to offer for sale, on a private placement "reasonable commercial efforts" basis, $12,012,000 of subscription receipts ("Subscription Receipts") of the Company at a price of $1.05 per Subscription Receipt (the "Offering"). The Offering is expected to close on or about June 29, 2010 (the "Closing") and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange. The net proceeds of the Offering will be used to fund the purchase price payable by the Company for the Acquisition, development of the assets acquired pursuant to the Acquisition and for general corporate purposes.
The gross proceeds of the Offering will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or before July 2, 2010, the proceeds will be released to the Company. If the Acquisition is not completed on or before July 2, 2010, the Purchase and Sale Agreement in respect of the Acquisition is terminated at an earlier time or the Company has provided notice to the Agents, prior to July 2, 2010, that it does not intend to proceed with the Acquisition, each holder of Subscription Receipts will be reimbursed the original subscription price, plus such holder's pro rata portion of any interest earned thereon.
Each Subscription Receipt will entitle the holder thereof to receive one Class A Share on the deemed exercise of the Subscription Receipts. The Subscription Receipts will be deemed to be exercised on the earlier of: (a) four months and a day following the Closing; and (b) that day on which a receipt is issued by the securities regulatory authorities in the each of the provinces of Canada, except Quebec, for a final short form prospectus qualifying the Class A Shares to be issued upon the exercise of the Subscription Receipts. The Company shall use its reasonable commercial efforts to obtain such receipt for the exercise of the Subscription Receipts within 60 days of the completion of the Offering (the "Qualification Deadline"). If a receipt is not obtained on or before the Qualification Deadline, the Company shall issue to each holder of Subscription Receipts, for no additional consideration and without any further action on the part of the holder, an additional 0.1 of a Class A Share for each Class A Share to be issued to such holder upon the deemed exercise of the Subscription Receipts. Until the receipt is issued for such prospectus, the Subscription Receipts as well as the Class A Shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws.
Canaccord Genuity Corp. acted as financial advisor to Torquay with respect to the Acquisition.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements. More particularly, this news release contains statements concerning the completion of the Acquisition and the Offering, and the filing of a short form prospectus, , as well as certain other matters related to the transactions referenced herein, including management's assessment of future plans and operations. The forward-looking statements are based on certain key expectations and assumptions made by Torquay, including expectations and assumptions concerning completion of the Acquisition, the Offering, the short form prospectus and related matters, timing of receipt of required approvals and third party consents and the satisfaction of other conditions to the completion of the transactions. Although Torquay believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Torquay can give no assurance that they will prove to be correct. Since forward-looking statements 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, risks that required approvals and consents are not obtained on terms and within the timelines acceptable to Torquay, that the Acquisition and the Offering may not be completed, and risks that other conditions to the completion of the transactions are not satisfied in a timely manner or at all.
Additional information on the foregoing risks and other factors that could affect Torquay' operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this press release are made as of the date hereof and Torquay undertakes no 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policy of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This new release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.
SOURCE TORQUAY OIL CORP.
For further information: For further information: Mr. Brent McKercher, President & Chief Executive Officer, (403) 233-2444 ext. 30, (403) 262-6991 (fax), firstname.lastname@example.org; Mr. Darwin Little, Vice President, Finance & Chief Financial Officer, (403) 233-2444 ext. 31, (403) 262-6991 (fax), email@example.com