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CALGARY, May 7, 2014 /CNW/ - PanTerra Resource Corp. ("PanTerra" or the "Corporation") is pleased to announce that it has entered into a definitive
reorganization and investment agreement (the "Agreement") with Tim de Freitas, Dorothy Else, Carrie McLauchlin, Yvonne McLeod,
Greg Feltham, Kavanagh Mannas and Bob Quartero (the "Initial Investor Group"), which provides for: (i) a non-brokered private placement of up to an
aggregate of approximately $20.0 million (the "Private Placement"); (ii) the appointment of a new management team and board of directors
of PanTerra (collectively, the "New Management Team"); and (iii) a rights offering (the "Rights Offering") to current holders of common shares ("Common Shares") of PanTerra (collectively, the "Transaction"). Completion of the Transaction is subject to customary closing
conditions, including the approval of the TSX Venture Exchange (the "TSXV"). Upon completion of the Transaction, it is anticipated that the
shareholders of PanTerra will be asked to approve a change of the
Corporation's name to "Ikkuma Resources Corp."
The New Management Team will be led by Tim de Freitas as President and
Chief Executive Officer, Dorothy Else as Executive Vice President,
Carrie McLauchlin as Vice President, Finance and Chief Financial
Officer, Yvonne McLeod as Senior Vice President, Engineering, Greg Feltham as Vice President, Exploration, Kavanagh Mannas as Vice President, Operations and Bob Quartero as
Manager, Business Development.
Upon closing of the Transaction, the new board of directors will be
comprised of Tim de Freitas, Bob Dales, Charle Gamba, Bill Guinan and
Mike Kohut. Bob Dales will act as Chairman.
New Management Team
The New Management Team has a solid track record of creating value in
oil and gas companies through an integrated strategy of acquiring,
exploiting and exploring.
Most recently, the New Management Team was involved in senior leadership
and technical roles with Manitok Energy Inc. ("Manitok Energy"), a public oil and gas exploration and development company focusing on
conventional oil and gas reservoirs in the Alberta Foothills and
southeast Alberta. At Manitok Energy, certain members of the New
Management Team were responsible for the discovery and development of
Manitok Energy's Stolberg area, which grew from conception to a peak
gross production rate of approximately 8,000 boepd and has produced
over 1 MMbbls of liquids to date.
Prior to Manitok Energy, during their time at Talisman Energy Inc. ("Talisman"), Tim de Freitas, Yvonne McLeod, Greg Feltham and Bob Quartero (the "Talisman Team"), were responsible for Talisman's Foothills exploration and
development program which peaked at approximately 65,000 boepd. The
Talisman Team pioneered the economic viability of horizontal wells
targeting highly fractured, complex reservoir trends. The Talisman
Team drilled over 100 horizontal and deviated wells, becoming the
recognized technical leaders in Foothills horizontal drilling with a
greater than 90% success rate and top-tier finding and development
As a technical team, the New Management Team has worked together for
more than a decade.
The New Management Team will apply its past experience to grow the
recapitalized PanTerra through a combination of organic growth and
Tim de Freitas, PhD
President and Chief Executive Officer
Tim de Freitas has over 24 years of experience, including 18 years in
Canadian and international Foothills. Mr. de Freitas was a co-founder,
Vice President, Exploration and COO at Manitok Energy from inception in
2005 until October 2013. Prior to that, he held various technical and
managerial rolls at Talisman, Nexen, British Gas and Imperial Oil. He
completed his BSc, MSc and PhD degrees and a Postdoctoral Fellowship at
various Canadian Universities or research institutions.
Executive Vice President
Dorothy Else was most recently the Vice President, Land with Manitok
Energy. Ms. Else was involved with Manitok Energy from inception in
2005 until October 2013. Ms. Else has over 30 years of experience as a
landman in a variety of roles including as an independent consultant
for oil and gas exploration and production companies. Ms. Else held
positions of increasing responsibility for Enerplus Resources from 1992
to 2001, including Vice President, Land.
Carrie McLauchlin, CA
Vice President, Finance and Chief Financial Officer
Carrie McLauchlin was most recently the Vice President, Finance and CFO
of Invicta Energy Corp. from June 2010 to April 2013 prior to its sale
to Whitecap Resources Inc.Ms. McLauchlin was also a co-founder and the
Vice President, Finance and CFO of Luke Energy and Keywest Energy. Ms.
McLauchlin is a Chartered Accountant with over 20 years of financial
reporting and accounting experience primarily in the oil and gas
industry. Ms. McLauchlin received her Chartered Accountant designation
Yvonne McLeod P.Eng.
Senior Vice President, Engineering
Yvonne McLeod was most recently the Vice President, Drilling,
Completions and Facilities at Manitok Energy. In this capacity, Ms.
McLeod successfully built a strong technical team to execute the
Alberta Foothills drilling program. Prior to Manitok Energy, Ms. McLeod
worked for 8 years at Talisman leading multi-disciplinary projects
drilling wells both internationally and in the North American
Foothills. Ms. McLeod has 20 years of experience in the oil and gas
industry. Ms. McLeod received her Bachelor of Engineering from the
University of Calgary.
Greg Feltham, MSc
Vice President, Exploration
Greg Feltham was most recently a senior geologist and the Exploration
Manager, Foothills at Manitok Energy from May 2010 to March 2014 where
he was responsible for its Stolberg drilling operations and regional
Foothills exploration. Prior to Manitok Energy, Mr. Feltham worked for
Talisman in the Foothills and International Operations teams. Mr.
Feltham has over 12 years of oil and gas experience specializing in
Foothills geology and fractured reservoirs. Mr. Feltham received his
BSc degree from Memorial University of Newfoundland and his MSc degree
in structural geology from the University of Calgary.
Kavanagh Mannas, P.Eng, MBA
Vice President, Operations
Kavanagh Mannas was most recently a Operations and Development Engineer
at Manitok Energy from January 2013 to March 2014. Mr. Mannas' role
included managing Northern field operations, planning area development,
preparing exploration economics and evaluating acquisition and
divestiture opportunities. Prior thereto, Mr. Mannas worked for Suncor
Energy Inc. as an operations engineer in Grand Prairie and later in
production and exploitation engineering in Calgary. Mr. Mannas'
experience includes diverse Foothills expertise both in Alberta and
British Columbia, including both sweet and sour products and gas and
oil reservoirs. Mr. Mannas received his MBA from the University of
Calgary with a specialization in Finance.
Bob Quartero, MSc
Manager, Business Development
Bob Quartero was most recently a Manager, Business Development at
Manitok Energy from September 2010 to February 2014. Prior thereto,
Mr. Quartero served as Manager, Foothills Exploration for Talisman
where he managed a team of 45 staff, prospecting throughout the North
American Foothills. Mr. Quartero's team pioneered horizontal Foothills
drilling. Mr. Quartero has over 30 years of oil and gas experience and
is recognised as an industry technical leader in domestic and
international Foothills exploration and production. Mr. Quartero
received his MSc in structural geology from Leiden University,
Each of the directors have strong track records and distinguished
careers in both the oil and gas industry and capital markets and have
held prominent lead positions within a range of successful companies.
Their combined experience and expertise will provide the New Management
Team with invaluable advice, guidance and support.
The New Management Team has extensive experience in creating shareholder
value through a focused business plan and believes the current market
environment provides an excellent opportunity to reposition PanTerra as
a high growth junior oil and gas company. The New Management Team
believes that PanTerra will be well positioned to take advantage of
acquisition opportunities in the current market.
Following the completion of the Transaction, PanTerra expects to focus
on predominantly light oil, liquids rich and sweet gas exploration and
development opportunities in the Foothills region of Western Canada.
The corporate strategy is to grow through targeted
acquisitions complemented by development and exploration drilling
concentrated in the Foothills region. The New Management Team believes
that the Foothills is underexploited in comparison to the rest of the
basin due to it being a technically challenging area requiring
significant operational experience. The New Management Team's
technical expertise and track record of operational execution are
suited to provide production and reserve growth in the new corporate
structure. Unlike other plays, Foothills success does not require as
large a drilling inventory as single-zone resource plays. Following
the completion of the Transaction, the New Management Team intends to
target large, bypassed multi-zone stacked conventional pools. The
current PanTerra production base of approximately 85 boed (based on
field estimates) and the recapitalized corporate structure will allow
for the exploitation of the current drilling inventory and expansion of
PanTerra's current opportunity suite through internally generated
projects and strategic acquisitions.
Upon completion of the Transaction, the recapitalized PanTerra is
expected to have a net cash position of approximately $17.6 million,
assuming the Private Placement is fully subscribed and assuming the
exercise of all Rights (as defined below) issued in connection with the
Rights Offering (as defined below). The New Management Team believes
that this starting point will provide them with a platform for
aggressive growth through strategic acquisitions and internally
Upon completion of the Transaction and subject to all regulatory and
shareholder approvals, it is anticipated that the New Management Team
will change the name of the Corporation from "PanTerra Resource Corp."
to "Ikkuma Resources Corp.".
Private Placement and Stock Options
Pursuant to the Private Placement, the Initial Investor Group, together
with additional subscribers identified by the Initial Investor Group,
will subscribe for up to 33,333,333 units (the "Units") of PanTerra at a price of $0.075 per Unit and up to 233,333,334
Common Shares at a price of $0.075 per Common Share for maximum total
proceeds of approximately $20.0 million. Each Unit shall be comprised
of one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at
a price of $0.10 for a period of five years. The Warrants will vest and
become exercisable as to one-third upon the 20-day weighted average
trading price of the Common Shares (the "Market Price") equaling or exceeding $0.15, an additional one-third upon the Market
Price equaling or exceeding $0.20 and a final one-third upon the Market
Price equaling or exceeding $0.25.
The completion of the Private Placement is expected to occur on or about
May 22, 2014, and may be completed in one or more tranches (the "Closing"). The resignation of the current board of directors and management
team of PanTerra and the appointment of the New Management Team will
occur contemporaneous with the Closing. The closing of subscriptions
for any remaining Units and of the Common Shares will occur on such
dates as determined by the Initial Investor Group.
Proceeds from the Private Placement will be used to reduce PanTerra's
indebtedness and for general corporate purposes.
Upon completion of the Private Placement, and subject to PanTerra
receiving the Written Consent (as defined below) on or before May 14,
2014, current PanTerra shareholders will be entitled to participate in
the Rights Offering, which is expected to be conducted by way of a
Rights Offering Circular. Pursuant to the Rights Offering, each
shareholder as of the record date for such offering (the "Record Date") will be issued one right ("Right") for each Common Share held on the Record Date, entitling that holder
to purchase one (1) Common Share for every eight (8) Rights held at a
price of $0.075 per Common Share at or before the expiry time of the
Rights Offering, following which all outstanding Rights shall terminate
and expire. Subscribers under the Private Placement will not be
entitled to participate in the Rights Offering with respect to any
securities acquired pursuant to the Private Placement, or any
securities acquired on the conversion of any securities acquired
pursuant to the Private Placement. The Rights Offering is subject to
applicable regulatory approval, including the TSXV.
Shareholder and Stock Exchange Approvals
Completion of the Transaction is subject to a number of conditions and
approvals including, but not limited to, the approval of the TSXV and
shareholder approval. Under the policies of the TSXV, the completion of
the Private Placement is subject to the approval of the shareholders of
PanTerra as the completion of the Private Placement will result in the
creation of a new "control person" (as defined under the policies of
the TSXV). In addition thereto, the appointment of the New Management
Team is subject to shareholder approval under the policies of the TSXV.
The required disinterested shareholder approval may be obtained by
PanTerra either by receipt of written consents by holders of more than
50% of the issued and outstanding voting shares of PanTerra (the "Written Consent") or by approval of a resolution at a special meeting of shareholders
(the "PanTerra Meeting"). Pursuant to the Agreement, PanTerra has agreed to obtain the Written
Consent on or before May 15, 2014, failing which the Initial Investor
Group has the right to terminate the Agreement. In the event that the
Written Consent is not obtained on or before May 15, 2014 and the
Initial Investor Group waives its termination right, PanTerra has
agreed to convene and hold the PanTerra Meeting on or before July 3,
PanTerra's current production consists of approximately 85 boepd (based
on field estimates) in central Alberta and has approximately 31,477,855
Common Shares outstanding on a fully diluted basis and net debt
position of approximately $1.1 million, excluding the costs of the
Transaction. Upon completion of the Private Placement and assuming the
exercise of all Rights issued in connection with the Rights Offering,
PanTerra will have approximately 302,079,254 Common Shares, and
assuming the exercise of all Warrants issued in connection with the
Private Placement, there will be approximately 335,412,587 Common
Shares outstanding on a fully diluted basis.
Board of Directors' Recommendation
The current board of directors of PanTerra has determined that the
transactions contemplated by the Agreement are in the best interests of
its shareholders, has approved such transactions and recommends that
PanTerra's shareholders approve the Agreement and the Transaction and
execute the Written Consent. Any shareholder of PanTerra wishing to
obtain and execute the Written Consent should contact PanTerra as set
Current directors and officers of PanTerra who, in aggregate, own,
directly or indirectly or exercise control or direction over
approximately 24% of the Common Shares, have entered into support
agreements or agreed to enter into support agreements pursuant to which
they have agreed or will agree, among other things, to execute a
Cancellation of Previously Announced Private Placement
As a result of the Transaction, the board of directors of PanTerra has
determined to not proceed with the private placement previously
announced on April 30, 2014.
The Agreement contains a number of customary representations, warranties
and conditions. The complete Agreement will be accessible on PanTerra's
SEDAR profile at www.sedar.com.
Desjardins Securities Inc. is acting as financial advisor to the Initial
PanTerra is a diversified junior public oil and gas company listed on
the TSXV under the symbol "PRC", with holdings in both conventional and
unconventional projects in Western Canada that have excellent
optimization and exploitation potential. Company information can be
found at: www.panterraresource.com.
Forward-Looking and Cautionary Statements
This news release may include forward-looking statements including
opinions, assumptions, estimates, the New Management Team's assessment
of future plans and operations, and, more particularly, statements
concerning the completion of the Transaction contemplated by the
Agreement, the number of securities issued by way of the Private
Placement, the business plan of the New Management Team, the change of
name of the Corporation, use of proceeds and debt levels and
production following completion of the Transaction.
When used in this document, the words "will," "anticipate," "believe,"
"estimate," "expect," "intent," "may," "project," "should," and similar
expressions are intended to be among the statements that identify
The forward-looking statements are founded on the basis of expectations
and assumptions made by PanTerra which include, but are not limited to,
the timing of the receipt of the required shareholder, regulatory and
third party approvals, the future operations of, and transactions
completed by PanTerra as well as the satisfaction of other conditions
pertaining to the completion of the Transaction.
Forward-looking statements are subject to a wide range of risks and
uncertainties, and although PanTerra believes that the expectations
represented by such forward-looking statements are reasonable, there
can be no assurance that such expectations will be realized.
Any number of important factors could cause actual results to differ
materially from those in the forward-looking statements including, but
not limited to, shareholder, regulatory and third party approvals not
being obtained in the manner or timing set forth in the Agreement, the
ability to implement corporate strategies, the state of domestic
capital markets, the ability to obtain financing, changes in general
market conditions and other factors more fully described from time to
time in the reports and filings made by PanTerra with securities
Except as required by applicable laws, neither PanTerra nor the Initial
Investor Group undertake any obligation to publicly update or revise
any forward-looking statements.
The term "boe" may be misleading, particularly if used in isolation. A
boe conversion of 6 Mcf: 1 bbl is based upon an energy equivalency
conversion method primarily applicable at the burner tip and it does
not represent a value equivalency at the well head.
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 news
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described herein.
The securities have not been 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 may not be offered or sold
within the United States or to United States Persons unless registered
under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
SOURCE: PanTerra Resource Corp.
For further information:
Fred P. Rumak P.Geol., President
PanTerra Resources Corp.
800, 717 - 7th Ave. S.W.
Calgary, AB, T2P 0Z3
Phone : 403-261-5900
Fax : 403-261-5902
Tim de Freitas
c/o PanTerra Resources Corp.
800, 717 - 7th Ave. S.W.
Calgary, AB, T2P 0Z3
Phone : 403-478-0141
Fax : 403-261-5902