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CALGARY, April 11 /CNW/ - G2 Resources Inc. ("G2") (TSXV - "GRT") is
pleased to announce that it has entered into a pre-acquisition agreement (the
"Agreement") pursuant to which G2 will make an offer to purchase all of the
issued and outstanding common shares of Glacier Ridge Resources Inc.
("Glacier"), including common shares which may be issued upon the exercise of
stock options, on the basis of 0.68 of a Class A common share of G2 for each
common share of Glacier.
Glacier has approximately 12.29 million common shares outstanding and,
assuming the exercise of all in-the-money options, will have 13.29 million
common shares outstanding prior to the completion of the offer. The offer is
expected to be mailed to the shareholders of Glacier later this week and the
offer will expire on April 27, 2007. If 100% of the Glacier shares are
tendered before April 27, 2007, the offer will close immediately.
Glacier management and directors, representing approximately 19.5% of the
outstanding shares of Glacier, have entered into lock-up agreements in which
they have agreed to tender pursuant to the offer and not withdraw, except in
certain circumstances. Glacier has agreed not to directly or indirectly
solicit or initiate any inquiries, discussions or negotiations with any third
party with respect to any take-over proposal.
Completion of the proposed transaction is subject to a number of
conditions including acceptance by the TSX Venture Exchange and acceptance of
the offer by at least 90% of Glacier's Shareholders. Under the proposed
transaction, G2 will issue up to a maximum of 9,037,200 shares to Glacier
shareholders (assuming the exercise of in-the-money options) in exchange for
their Glacier common shares.
The proposed transaction is non-arm's length as Jake Pronk, a director of
G2, is also the President, CEO and a director of Glacier.
Through the acquisition of Glacier, G2 will acquire a larger interest in
properties which are held jointly by it and Glacier, it will also receive cash
in excess of $1.1 million (assuming that the in-the-money options are
exercised) and Jake Pronk, the President and CEO of Glacier, and David
Thompson, the Chief Financial Officer of Glacier, will join G2's management
team. The addition of Jake Pronk and David Thompson will strengthen the G2
management team since Jake Pronk has in excess of 30 years of experience in
the oil and gas industry and David Thompson is a chartered accountant with in
excess of 20 years of experience as a chartered accountant and with junior
resource corporations. This will result in G2 being a larger and stronger
company and will help G2 to better implement its business plan of growth
through exploration and development plus strategic acquisitions.
G2 is a Calgary-based oil and natural gas exploration and development
company. G2's Class A common shares trade on the TSX Venture Exchange under
the symbol "GRT".
Statements in this press release may contain forward-looking statements
including management's assessment of G2's future plans and operations.
Information concerning reserves may also be deemed to be forward-looking
statements as such estimates involve the implied assessment that the resources
described can be profitably produced in future. These statements are based on
current expectations that involve a number of risks and uncertainties, which
could cause actual results to differ from those anticipated. These risks
include, but are not limited to: the background risks of the oil and gas
industry (e.g., operational risks in development, exploration and production;
potential 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),
and uncertainties resulting from potential delays or changes in plans with
respect to exploration, development projects, capital expenditures or
Investors are cautioned that, except as disclosed in the takeover bid
circular to be prepared in connection with the 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 G2 should be considered highly speculative.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY
OR ACCURACY OF THIS RELEASE.
For further information:
For further information: Curtis A. Hartzler, President and CEO, G2
Resources Inc., Phone (403) 263-4310, Fax No. (403) 263-4368