/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
Toronto Stock Exchange Symbol "TOG"
CALGARY, Jan. 18 /CNW/ - TriStar Oil & Gas Ltd. ("TriStar" or the
"Company") announces that it has successfully closed the previously announced
acquisition of Arista Energy Limited (the "Private Company") by way of a plan
of arrangement under the Business Corporations Act (Alberta) (the
"Arrangement") for cash consideration of approximately $212 million, including
the assumption of the Private Company's net debt.
As a step to the Arrangement, each of the 16,875,000 subscription
receipts ("Subscription Receipts") of TriStar issued on January 11, 2008 were
exchanged for one freely tradable TriStar Share. Olympia Trust Company, as
trustee for the Subscription Receipts, will issue and mail certificates for
the TriStar Shares to the registered holders of Subscription Receipts within
5 business days.
The Private Company's assets are focused in TriStar's core area of
Southeast Saskatchewan and are comprised of more than 2,250 boepd of high
quality light oil. More than 75 percent of the Private Company's production
originates from Fertile, a large, light oil (36 degrees API) pool. The Private
Company holds a 50 percent working interest in the majority of the Fertile
pool. TriStar is acquiring the other 50 percent working interest in the
Fertile pool through the previously announced acquisition of Bulldog Resources
Brett Herman, President and Chief Executive Officer of TriStar commented,
"The closing of the Arista transaction combined with the upcoming acquisition
of Bulldog materially expands our Southeast Saskatchewan asset base. The
Fertile pool has extensive development potential at extremely attractive
economics which we plan to immediately pursue in 2008."
CORPORATE OVERVIEW; 2008 GUIDANCE
With the completion of the Arrangement, and the anticipated closing of
the previously announced proposed acquisition of Bulldog (the "Bulldog
Acquisition"), TriStar confirms that it anticipates 2008 average daily
production of more than 20,250 boepd, comprised of greater than 75 percent
high quality, long life, light oil, with a 2008 production exit rate of more
than 21,750 boepd.
Upon closing of the Bulldog Acquisition, TriStar estimates it will have
the following corporate characteristics:
High Quality Assets: Top-decile netbacks, greater than
85 percent operated, light oil and natural
gas reserves and production focused in
four core operating areas
Long Life Reserves: Greater than 63 mmboe (P+P); RLI of over
High Quality Production: Average Rate 2008 (E): greater than
20,250 boepd (greater than 75% light oil)
Exit Rate 2008 (E): greater than
21,750 boepd (greater than 75% light oil)
Estimated Net Debt: Less than $300MM; less than 1.2 times cash
(US$75 WTI, $6.75 AECO)
Shares Outstanding: 109.9 MM (B); 114.2 MM (FD)
Significant Upside Potential: Greater than 1,500 development locations
Greater than 780,000 net acres of
TriStar Oil & Gas Ltd. is a Calgary based company active in the
acquisition, exploration, development and production of crude oil and natural
gas in Western Canada.
Warning about Forward-Looking Statements
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning, TriStar's
projected average annual and exit rates of production of oil and natural gas
for 2008 and estimated net debt and cash flow following closing of the
The forward-looking statements are based on certain key expectations and
assumptions made by TriStar, including expectations and assumptions concerning
prevailing commodity prices and exchange rates, availability and cost of
labour and services, the timing of receipt of regulatory approvals, the
performance of existing wells, the success obtained in drilling new wells, the
performance of new wells and the sufficiency of budgeted capital expenditures
in carrying out TriStar's planned activities.
Although TriStar 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 TriStar 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, the risks associated with the oil and gas
industry in general (e.g., 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
estimates; the uncertainty of estimates and projections relating to
production, costs and expenses, and health, safety and environmental risks),
commodity price and exchange rate fluctuations and uncertainties resulting
from potential delays or changes in plans with respect to exploration or
development projects or capital expenditures. These risks are set out in more
detail in TriStar's annual information form for the year ended
December 31, 2006, which can be accessed at www.sedar.com.
The forward-looking statements contained in this press release are made
as of the date hereof and TriStar 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.
Meaning of Certain Terms
When used in this press release, boe means a barrel of oil equivalent on
the basis of 1 boe to 6 thousand cubic feet of natural gas. Boepd means a
barrel of oil equivalent per day.
Boe's may be misleading, particularly if used in isolation. A boe
conversion ratio of 1 boe for 6 thousand cubic feet of natural gas is based on
an energy equivalency conversion method primarily applicable at the burner tip
and does not represent a value equivalency at the wellhead.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The common
shares offered have not and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and many not be offered or sold in the United States except in
certain transactions exempt from the registration requirements of the U.S.
Securities Act and applicable states securities laws.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information:
For further information: Brett Herman, President and Chief Executive
Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Fax: (403)
218-6075; Jason J. Zabinsky, Vice President, Finance and Chief Financial
Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Fax: (403)