CALGARY, March 31 /CNW/ - Tudor Corporation (TSX: TDR) ("Tudor") and Marzcorp Oil & Gas Inc. ("Marzcorp") are pleased to announce that they have entered into a binding letter agreement (the "Letter Agreement") dated March 31, 2010, whereby Tudor will acquire all of the outstanding shares of Marzcorp (the "Acquisition"). Marzcorp is an arm's length Canadian company with petroleum properties in Matapedia Valley, Gaspesie, Quebec. The Acquisition will result in a reverse take-over of Tudor by Marzcorp and a backdoor listing under the policies of the Toronto Stock Exchange. A special meeting of the Tudor shareholders will be held to consider the reverse take-over. Prior to or concurrently with the Acquisition, Marzcorp proposes to complete a brokered private placement offering for gross proceeds of not less than $5,000,000 (the "Marzcorp Financing"). The Acquisition will not proceed if the Marzcorp Financing is not completed.
Overview of the Acquisition
Under the terms of the Letter Agreement each outstanding Marzcorp share will be exchanged for one common share of Tudor. It is currently contemplated that Tudor will make either an exempt take-over bid offer (the "Offer") to the holders of Marzcorp, or propose an amalgamation or plan of arrangement following completion of due diligence and analysis of the structure for the Acquisition. Prior to the completion of the Marzcorp Financing, Marzcorp will have 111,000,000 common shares outstanding. As a result, following completion of the acquisition, but prior to giving effect to the Marzcorp Financing, Tudor will have approximately 141,811,118 common shares outstanding, with original Tudor shareholders holding approximately 22% of Tudor and former Marzcorp shareholders holding approximately 78% of Tudor. All shares of Marzcorp issued pursuant to the Marzcorp Financing will be exchanged for Tudor common shares on the same basis. Upon closing of the Acquisition, it is expected that Frank Marzoli, the sole director and officer of Marzcorp, will be appointed to the Tudor Board of Directors and additional management will be added to support the development of the Marzcorp assets. The Acquisition by Tudor is an arms' length transaction.
For the Acquisition to proceed, a resolution approving the backdoor listing must be approved by a majority of the votes cast by eligible holders of common shares present at a meeting of the Tudor shareholders. The Acquisition will not proceed unless Marzcorp has completed the Marzcorp Financing. The completion of the Acquisition is also conditional upon the receipt of all applicable regulatory and Toronto Stock Exchange approvals.
The boards of directors of each of Tudor and Marzcorp. have unanimously approved the Letter Agreement. The board of directors of Tudor has also concluded that the Acquisition is in the best interests of its shareholders, and has resolved to recommend that shareholders of Tudor vote their securities in favour of the back door listing at the meeting.
The closing of the Acquisition is expected to occur on or before June 15, 2010, provided the requisite shareholder approval is obtained. There can be no assurance that Marzcorp will complete the Marzcorp Financing and that the Acquisition 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 transaction, any information released or received with respect to the proposed reverse take-over may not be accurate or complete and should not be relied upon. Trading in securities of Tudor should be considered highly speculative.
Marzcorp is a private Canadian oil and natural gas exploration company in the Gaspe Peninsula in Quebec. The company's permits cover 378,579 hectares (935,090 acres) in the Matapedia Valley, Gaspesie, Quebec, with half the land located in the Taconic belt and half in the Gaspe belt. Marzcorp received a geological evaluation of prospective resources dated December 1, 2009, effective November 30, 2009 (the "Chapman Report"), prepared by Chapman Petroleum Engineering Ltd. in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook and National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities. Based on exploration work including 2D seismic and other exploration activity in the area, the report focussed on four identified prospects for oil. Further exploration and development work is proposed to delineate the prospective resources including 3D seismic and two exploration wells.
Tudor is a publicly traded oil and gas company listed on the Toronto Stock Exchange. Tudor owns producing petroleum and natural gas assets in Alberta.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
THIS PRESS RELEASE DOES NOT CONSTITUE AN OFFER TO SELL SECURITIES OR A SOLICITATION FOR PURCHASERS TO BUY SECURITIES. THIS PRESS RELEASE IS NOT TO BE CONSTRUED AS A PUBLIC OFFERING IN ANY PROVINCE IN CANADA UNLESS A PROSPECTUS RELATING THERETO HAS BEEN ACCEPTED FOR FILING BY A SECURITIES COMMISSION OR SIMILAR AUTHORITY IN SUCH PROVINCE.
Investors are cautioned that this news release contains forward looking information concerning the timing and completion of the Acquisition and the completion of the Marzcorp Financing. There is a risk that the Marzcorp Financing will not be completed and therefore the Acquisition would not be completed. The petroleum assets of Marzcorp have been classified as prospective resources. Accordingly, there is no certainty that any portion of the resources will be discovered, or if discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. All such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to the completion of the Acquisition, the Marzcorp Financing or other matters addressed in the news release.
SOURCE Tudor Corporation Ltd.
For further information: For further information: Lionel Conn, President and Director, Phone (403) 250-7225; Frank Marzoli, President and Director, Phone (514) 721-1180