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CALGARY, April 13 /CNW/ - EMM Energy Inc. ("EMM") (TSX Venture Exchange symbol: M) and SkyWest Energy Corp. ("SkyWest"), a private, Cardium focused oil and gas company with operations in Alberta, are pleased to announce that they have entered into a binding letter of intent dated April 12, 2010 (the "Agreement") which provides for the acquisition (the "EMM Acquisition") by SkyWest of all of the issued and outstanding common shares of EMM (each a "EMM Share") in exchange for: (i) approximately 2.0385 common shares of SkyWest (each a "SkyWest Share") for each EMM Share (subject to closing adjustment based on the number of EMM Shares outstanding at such time); and (ii) $1.05 cash for each EMM Share for an aggregate cash payment of approximately $6.7 million. The effective date of the EMM Acquisition is expected to occur in June 2010 and result in the business combination of SkyWest and EMM under the name "SkyWest Energy Corp.".
Concurrent with the EMM Acquisition, SkyWest is undertaking a brokered private placement (the "Private Placement") of up to 66,670,000 subscription receipts ("Subscription Receipts") at a price of $0.30 per Subscription Receipt for aggregate gross proceeds of up to approximately $20.0 million with Wellington West Capital Markets Inc. Completion of the Private Placement is subject to a number of conditions and approvals including, but not limited to, the completion of the EMM Acquisition, customary regulatory and TSX Venture Exchange Inc. (the "Exchange") acceptance.
Each Subscription Receipt will entitle the holder thereof to receive one SkyWest Share and will be deemed to be converted concurrent to the completion of the EMM Acquisition. The gross proceeds of the Private Placement will be held in escrow pending completion of the EMM Acquisition. If the EMM Acquisition is not completed on or before June 30, 2010 or the EMM Acquisition is terminated at an earlier time, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts plus any interest that was earned thereon during the term of the escrow.
Subject to shareholder approval, upon completion of the EMM Acquisition and the Private Placement, it is expected that management and the board of directors will be issued performance warrants (the "Performance Warrants") of up to 15% of the then outstanding shares. The Performance Warrants will expire five years from the date of issuance will have an exercise price of $0.35. One third of the Performance Warrants will be exercisable if the 20-day weighted average trading price of SkyWest Shares is equal to or greater than $0.55 at any time before the expiry date; one third will be exercisable if the 20-day weighted average trading price of SkyWest Shares is equal to or greater than $0.75 at any time before the expiry date; and one third will be exercisable if the 20-day weighted average trading price of SkyWest Shares is equal to or greater than $0.95 at any time before the expiry date.
Strategic Rationale and Corporate Strategy
The SkyWest management team believes that current market conditions in the Canadian energy sector provide an optimal point of entry for a Cardium oil focused junior producer. Following completion of the EMM Acquisition, SkyWest expects to focus on predominately Cardium light oil opportunities in Alberta, growing through a targeted acquisition and consolidation strategy, coupled with development and exploration drilling. SkyWest's extensive opportunity base and current oil weighted production, in a well capitalized corporate structure, will allow for the exploitation of SkyWest's current drilling inventory and expansion of SkyWest's opportunity suite through internally generated prospects and strategic Cardium oil acquisitions.
SkyWest will be one of the few publicly traded, Cardium oil focused companies in the Canadian junior oil and gas sector. For investors, SkyWest represents an opportunity to participate in a uniquely positioned, well capitalized junior oil and gas company with a highly respected board of directors and a proven management team committed to aggressive, cost effective growth of Cardium light oil reserves and production in Alberta.
About SkyWest Energy Corp.
SkyWest has been engaged in the business of acquiring Cardium crude oil and natural gas properties and exploring for, developing and producing oil and natural gas in western Canada since its incorporation in September 2009.
SkyWest has also entered into an acquisition agreement to acquire all of the common shares (each, a "Stratosphere Share") of Stratosphere Energy Corp. ("Stratosphere") in exchange for 1.2 SkyWest Shares for each Stratosphere Share or a total of approximately 5,073,910 SkyWest Shares (the "Stratosphere Acquisition").
In connection with the transactions, certain new directors as described below are expected to join the board of SkyWest. SkyWest will complete a non-brokered private placement ("New Director Placement") of up to $1,800,000 of SkyWest Shares at a price of $0.25 per share in connection with these appointments.
The Stratosphere Acquisition and the New Director Placement are not contingent on the EMM Acquisition and are expected to close prior to the EMM Acquisition. All references to SkyWest post completion of the EMM Acquisition assume the completion of the Stratosphere Acquisition and New Director Placement.
Upon completion of the EMM Acquisition, SkyWest will be uniquely positioned with a significant position in the Cardium resource play. Pro forma assuming completion of the EMM Acquisition and the Private Placement, SkyWest is expected to have the following key attributes:
- Current production of approximately 350 boe/d with a projected 2010
exit production rate of approximately 1,000 boe/d;
- Significant undeveloped Cardium land base of 15,520 gross acres
(10,080 net) prospective for Cardium oil and gas, including 4,480
acres of 100% working interest Cardium rights in Willesden Green with
more than 6 offsetting recently drilled and licensed Cardium
horizontal oil wells. An additional 1,760 net acres of Cardium oil
rights have been acquired under signed letters of intent;
- 40+ potential Cardium horizontal drilling locations (at 2 to 3 wells
per section), representing a multi-year drilling inventory;
- Net cash of approximately $15 million; and
- Approximately 101 million common shares outstanding.
Cardium Resource Play
Following the EMM Acquisition, SkyWest will own more than 16 net sections throughout the Cardium fairway.
SkyWest currently holds more than 7 net sections in the Willesden Green area with net production of approximately 30 boepd. More than 6 Cardium horizontal wells have been licensed within 4 miles of SkyWest's acreage within the past 6 months. Recent land sale prices for adjacent sections have exceeded $2 million per section. SkyWest currently has a drilling inventory of over 14 (net) horizontal Cardium locations at Willesden Green.
Following the EMM Acquisition, SkyWest will own 3 net sections of Cardium acreage at Carrot Creek with current Cardium oil production of 40 boepd. More than 14 Cardium oil horizontal wells have been licensed within 10 miles over the past 6 months. Recent land sale prices in the area have been as high as $8 million per section. SkyWest will have a drilling inventory of over 4 (net) horizontal Cardium locations at Carrot Creek.
2010 Outlook and Capital Budget
SkyWest plans to drill 5 to 6 net horizontal Cardium wells in 2010 with a total capital budget of $25 million. An exit rate of approximately 1,000 boe/d is projected for 2010 with the production being weighted 60% oil and NGLs.
SkyWest Management Team Upon Completion of the Acquisition
The SkyWest management team has a track record of creating value in high-growth, junior oil and gas companies. The SkyWest management team is led by Lawrence (Larry) Urichuk as President and Chief Executive Officer, Joel MacLeod as Vice President and Chief Financial Officer, Greg Davidson as Vice President, Exploration and Corporate Development, Gary Warner as Vice President Engineering, and Steve Holyoake as Manager of Operations.
Lawrence (Larry) Urichuk - President and Chief Executive Officer
Larry Urichuk has over 35 years experience in the oil and gas industry. Prior to founding SkyWest in late 2009, Mr. Urichuk was most recently a founder and the President of Richmount Petroleum.
Joel MacLeod, CA - Vice President and Chief Financial Officer
Joel MacLeod is a Chartered Accountant with over 10 years of oil and gas experience. Prior to joining SkyWest, Mr. MacLeod was the President of an oil and gas investment and consulting company specializing in finance/accounting, business development and competitive intelligence. Mr. MacLeod consulted to PrimeWest Energy Trust / TAQA North for the past 3 1/2 years as a Senior Business Development and Finance Analyst.
Greg Davidson, P.Geol. - Vice President, Exploration and Corporate Development
Greg Davidson has over 30 years of oil and gas experience as a Professional Geologist. Most recently, Mr. Davidson is the former President & CEO of Val Vista Energy Ltd. (a TSX Venture listed company) which was sold to Avenir Diversified Income Trust in 2005 for approximately $25 million.
Gary Warner, P.Eng. - Vice President, Engineering
Gary Warner is a 29 year Professional Petroleum Engineer. Mr. Warner is the former President & CEO of Stratagem Energy Corp. (a private company) which he grew from 0 to 1,500 boepd prior to its sale.
Steve Holyoake, P.Eng. - Manager, Operations
Steve Holyoake is a Professional Engineer with over 13 years of oil and gas experience. Prior to joining SkyWest, Mr. Holyoake was the Manager, Drilling & Completions for Berens Energy Ltd. where he was instrumental in the success of their Cardium horizontal drilling program. Steve has been involved in the drilling and completion of over 60 horizontal wells.
SkyWest Board of Directors
Upon the completion of the EMM Acquisition, the Board of Directors of SkyWest will consist of Don Garner, Robert (Bob) Steele, Dennis Feuchuk, Larry Urichuk and Gary Warner.
Don Garner, P.Eng - Director
Don Garner is a Professional Engineer and independent businessman. He is the former CEO and advisor to TAQA North, successor to PrimeWest Energy Trust (a public energy trust) where he was the CEO from 2003 to 2007 and President and COO from 2001 to 2002. From 1998 to 2001 he was the President and COO of Northstar Energy Corporation. Mr. Garner currently is a board member of Trilogy Energy Trust and North Peace Energy Corp.
Robert D. (Bob) Steele, P.Eng. - Director
Bob Steele is a professional engineer and is currently an independent businessman. Mr. Steele is the former Chairman of Berens Energy Ltd. and was the President and CEO from 2002 to May 2007. He was the President and CEO of Stellarton Energy Corporation from 1996 to 2001 and President of Stellarton Resources and Secure Oil Tools from 1994 to 1996.
Dennis Feuchuk, CMA - Director
Dennis Feuchuk is currently the President and CEO of Base Oil and Gas Ltd. Previously, Mr Feuchuk was Vice President and Chief Financial Officer of PrimeWest Energy Trust; and Vice President, Finance and Controller at Gulf Canada Resources Limited.
It is anticipated that the EMM Acquisition will be completed by way of a Plan of Arrangement (the "Arrangement"). Completion of the EMM Acquisition is subject to the approval of 66 2/3% of the EMM shareholders voting in person or by proxy at a meeting of the EMM shareholders to be held to consider the Arrangement, as well as customary court, regulatory and Exchange approvals. The information circular to be mailed to EMM shareholders will contain detailed information in respect of the Arrangement, SkyWest and EMM. There can be no assurance that the EMM Acquisition will be completed as proposed or at all.
It is a condition to the EMM Acquisition that all of the directors and officers of EMM enter into support agreements with SkyWest to vote their EMM Shares in favour of the Arrangement.
The Agreement provides for a reciprocal termination fee of $250,000 payable by either EMM or SkyWest in certain circumstances. The Agreement also provides the right to EMM to terminate the Agreement and receive a termination fee of $250,000 in the event that the Private Placement in a minimum amount of $12,000,000 of Subscription Receipts is not completed by May 14, 2010.
Wellington West Capital Markets Inc. is acting as financial advisors to SkyWest with respect to the EMM Acquisition.
About EMM Energy Inc.
EMM Energy Inc. is a junior oil and gas company formed to generate and develop its own prospects, acquire oil and gas properties and participate with joint venture partners in oil and gas exploration and development in the Western Canadian Sedimentary Basin. All of EMM's operations are currently in Alberta.
This press release should not be considered a comprehensive summary of the EMM Acquisition. Additional information required by the Exchange will be disseminated at a future date following a satisfactory review by the Exchange.
Trading of the EMM Shares will remain halted pending receipt and review by the Exchange of acceptable documentation regarding the company following completion of the EMM Acquisition. The proposed EMM Acquisition has not been approved by the Exchange and remains subject to Exchange approval.
Completion of the EMM Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance and receipt of a fairness opinion by the board of directors of EMM. The EMM Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that this 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 EMM Acquisition, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of EMM should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to SkyWest and EMM was supplied by SkyWest and EMM, respectively, for inclusion herein. EMM and its directors and officers have relied on SkyWest for any information concerning SkyWest. SkyWest and its directors and officers have relied on EMM for any information concerning EMM.
Statements in this joint press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: expectations of future production and exit production rates; components of cash flow and earnings; drilling results; drilling plans and timing of drilling; estimated potential of the Cardium resource plays; timing and completion of the EMM Acquisition, Private Placement, Stratosphere Acquisition and New Director Placement; the listing of the SkyWest Shares on a recognized Canadian stock exchange; the composition of the board of directors and management of SkyWest; ongoing strategic rationale and corporate strategy; and the benefits of the EMM Acquisition. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of SkyWest and EMM) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Neither SkyWest nor EMM undertakes any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Certain of the information contained in this joint press release assumes that SkyWest has completed the EMM Acquisition on the anticipated basis and times set forth herein. The EMM Acquisition is subject to the receipt of the approval of the shareholders of EMM, the approval of the Court of Queen's Bench for the province of Alberta as well as all other necessary regulatory approvals. The anticipated listing of the SkyWest Shares on a recognized Canadian stock exchange is subject to the conditional approval of that stock exchange and SkyWest satisfying the listing requirements and all other requirements of such exchange.
Boes may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one bbl 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 conversion factor is an industry accepted norm and is not based on either energy content or current prices.
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.
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.
SOURCE EMM ENERGY INC.
For further information: For further information: EMM Energy Inc., Brian Boulton, President & CEO, T: (403) 213-3339 or SkyWest Energy Corp., Lawrence Urichuk, President & CEO, T: (403) 265-0071 or SkyWest Energy Corp., Joel MacLeod, Vice President and Chief Financial Officer, T: (403) 265-0071