COSTA Energy Inc. and Artek Exploration Ltd. Announce Letter of Intent for
the Reverse Takeover of COSTA Energy Inc.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
The Proposed Transaction
The Proposed Transaction is an arm's length transaction pursuant to which shareholders of Artek would be entitled to receive common shares of COSTA ("COSTA Shares") based upon an exchange ratio, calculated on the basis of a deemed price per COSTA Share of
Under the terms of the Proposed Transaction, the directors and management of COSTA would be reconstituted with the members of the board of directors and management of Artek and the name of COSTA would be changed to Artek Exploration Ltd.
The Letter Agreement is non-binding except for obligations relating to a period of exclusive dealing, confidentiality and other non-material matters. If a Definitive Agreement is entered into, the parties will cooperate to complete the Proposed Transaction as soon as practicable and by no later than the end of
The parties have agreed to a period of exclusive dealing ending
Further details concerning the Proposed Transaction and the operations of Artek will be announced if and when a Definitive Agreement is entered into.
About Artek Exploration Ltd.
Artek, a privately held corporation based in
Artek is led by an experienced board of directors and management team which include the following members:
Management Team Position --------------- ------------------------------------------------------ Darryl Metcalfe President and Chief Executive Officer of Artek since March 2005. Prior thereto, Vice-President, Exploration & Development of Ketch Resources Ltd. from October 2002 to January 2005. Prior thereto, Mr. Metcalfe was Director Northern Business Unit of Ketch Energy Ltd. from May 2000 to September 2002. Darcy Anderson Vice President Finance and Chief Financial Officer of Artek since September 2009. Prior thereto, Vice- President Finance and Chief Financial Officer of Pegasus Oil & Gas Inc. from January 2006 to August 2009. Prior thereto, Vice-President Finance and Chief Financial Officer of Mustang Resources Ltd. from July 2002 to June 2005. Greg Frolek Principal of Artek Exploration Ltd. Currently VP of Business Development. Prior thereto, Senior Engineer with Ketch Resources from October 2002 to January 2005 and Ketch Energy from September 2001 to October 2002. Peter Andrews Professional Engineer; Vice President Drilling and Operations at Artek since October 2005. Prior thereto, Manager Drilling and Operations at Ketch Resources Ltd. from 2002 to 2005. Prior thereto, Mr. Andrews was Sr. Production / Completions Engineer at Ketch Energy Ltd. from 2001 to 2002. Bruce Nociar Vice President Production of Artek since February 2009. Prior thereto, Manager Production of Artek from February 2008 to February 2009. Prior thereto, Manager Engineering of Kereco Energy Ltd. from January 2005 to January 2008. Prior thereto, Sr. Exploitation Engineer of Ketch Resources Ltd. from September 2003 to January 2005. Jennifer Swertz Vice President Land of Artek since July 2005. Prior thereto, Vice-President Land and Manager of Galleon Energy Inc. from May 2003 to May 2005. Marc Houle Vice President of Artek Exploration since September 2008. Prior thereto, Vice President Exploration West and Chief Geophysicist of Galleon Energy Inc. from October 2003 to July 2008. Board of Directors Occupation ------------------ ------------------------------------------------------ M. Bruce Chernoff Professional Engineer; Co-founder and Chairman of Harvest Energy Trust; President and Director of Caribou Capital Corp.; Director of several other public companies. Rafi G. Tahmazian Managing Director of Canoe Financial LP, an energy investment partnership; Advisory board to EnergyX, a private equity investment fund. Gary F. Aitken President of Whitemountain Resource Properties Ltd., a private investment and resource company. Prior thereto, a Financial and Land Consultant to Sentry Select Capital Corp. since 2002. Executive Vice- President and Director of Precept Resource Management Corp., a limited partnership manager, since 2005. David J. Wilson President and Chief Executive Officer of Celtic Exploration Ltd. since September 30, 2002. Prior thereto, President of Genesis Exploration Ltd. from March 1993 to May 2001. Darryl Metcalfe President and Chief Executive Officer of Artek since March 2005. Prior thereto, Vice-President, Exploration & Development of Ketch Resources Ltd. from October 2002 to January 2005. Prior thereto, Mr. Metcalfe was Director Northern Business Unit of Ketch Energy Ltd. from May 2000 to September 2002.
About COSTA Energy Inc.
Until
Subject to all necessary regulatory approvals in connection therewith, upon completion of the Proposed Transaction, the common shares of the combined entity would be listed and posted for trading on the TSXV. The parties expect to apply for an exemption from the sponsorship requirements of the TSXV in connection with the Proposed Transaction. There can be no assurances that such approval of the TSXV or such exemption will be granted or be granted on terms satisfactory to the parties.
In accordance with the policies of the TSXV, trading in COSTA Shares is currently halted and will remain halted until further notice.
Significant Conditions to Completion of the Proposed Transaction
COSTA and Artek caution that a Definitive Agreement has yet to be entered into among the parties and, accordingly, no assurances can be given that the process contemplated by the Letter Agreement will lead to a Definitive Agreement relating to the Proposed Transaction on the terms contemplated by the Letter Agreement or at all. Neither COSTA nor Artek intend to make any further announcements or communications regarding the Proposed Transaction until either a Definitive Agreement has been entered into or discussions are terminated prior to such event.
Completion of the Proposed Transaction is subject to a number of conditions, including TSXV acceptance and shareholder approvals (including on a disinterested basis to the extent required). The Proposed Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of either COSTA Energy Inc. or Artek Exploration Ltd. should be considered highly speculative.
If and when a Definitive Agreement between COSTA and Artek is entered into, in accordance with the policies of the TSXV, COSTA and Artek will issue a subsequent press release containing further details in respect of the Proposed Transaction, including information relating to sponsorship, if applicable, financial information in respect of Artek, along with information in respect of the operations of Artek.
Forward-looking statements
This news release contains forward-looking statements relating to the Proposed Transaction, including statements regarding the exchange ratio for the Proposed Transaction, the anticipated reverse takeover of COSTA, the anticipated closing date of the Proposed Transaction, the anticipated timeline for holding the meetings of COSTA and Artek shareholders to approve the Proposed Transaction and other related matters, issuing further announcements concerning the Proposed Transaction and other matters, the receipt of all necessary regulatory approvals and satisfaction of all other customary closing conditions in connection with the Proposed Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Proposed Transaction will not be completed if a Definitive Agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Proposed Transaction is not satisfied; the risk that closing of the Proposed Transaction could be delayed if COSTA and Artek are not able to obtain the necessary approvals on the timelines planned; the assumptions relating to the parties entering into the Definitive Agreement in respect of the Proposed Transaction and the timing thereof, the timing of obtaining required approvals and satisfying closing conditions for the Proposed Transaction, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of COSTA and Artek.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, COSTA and Artek disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, COSTA and Artek undertake no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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 release. Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
For further information: David Campbell, President and Chief Executive Officer, COSTA Energy Inc., (403) 242-5676; Darryl Metcalfe, President and Chief Executive Officer, Artek Exploration Ltd., (403) 296-4799; Darcy Anderson, Vice President Finance and Chief Financial Officer, Artek Exploration Ltd., (403) 296-4775
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