CALGARY, Dec. 29 /CNW/ - Tudor Corporation (TSX: TDR) ("Tudor") announced that it has made application to voluntarily delist from the
Toronto Stock Exchange on or prior to January 31, 2011.
By way of background, Tudor is an oil and gas issuer with production
derived almost 100% from natural gas. With low natural gas prices over
the past few years, Tudor has found it difficult to produce natural gas
economically. Tudor chose to shut-in gas wells, rather than produce
and sell the natural gas at a loss. Tudor has seventeen (17) shut-in
wells that represent approximately 380 mcf/d of shut-in production that
is not economic to produce due to low natural gas prices and the
additional expenditures that may be necessary in some cases to bring
the production on stream.
To address the continued low prices for natural gas, Tudor has been
examining various opportunities to combine with another issuer to
increase production and also to mitigate its dependence upon natural
gas pricing. Tudor entered into a binding letter agreement (the
"Letter Agreement") dated March 31, 2010, whereby Tudor agreed to
acquire all of the outstanding shares of Marzcorp Oil & Gas Inc.
("Marzcorp"). Marzcorp is an arm's length Canadian company with
petroleum properties in Matapedia Valley, Gaspesie, Quebec, targeting
oil. The parties entered into an amalgamation agreement dated October
22, 2010, to combine the companies (the "Amalgamation"). The
Amalgamation will result in a reverse take-over of Tudor by Marzcorp
and so was treated as a new listing for exchange purposes. From
discussions with TSX, Tudor concluded it was in the best interests of
the combined company to pursue a listing on TSX Venture.
Tudor mailed a joint information circular containing prospectus level
disclosure on both Tudor and Marzcorp to its holders and the
Amalgamation was approved by the shareholders of both companies at
special meetings held on November 18, 2010. The closing of the
Amalgamation is subject to Marzcorp completing a private placement of a
minimum of $6.5 million in gross proceeds and to receipt of stock
The proposed amalgamation with Marzcorp has not yet been completed, and
Tudor and Marzcorp are continuing to work with the TSX Venture Exchange
in connection with an application for listing on the TSX Venture
Exchange. The closing of the amalgamation is subject to completion of
the private placement being conducted by Marzcorp and subject to
receipt of stock exchange approval. Please see earlier press releases
for additional information.
As disclosed in the circular, Tudor received a letter from TSX dated
August 11, 2010, that TSX was reviewing the eligibility for the
continued listing of the Tudor common shares on TSX. Following
discussions with TSX and subject to the approval of the TSX Venture
Exchange, Tudor has concluded that pursuing a listing on the TSX
Venture Exchange, either as a stand alone entity or as combined with
Marzcorp should that deal proceed, will provide greater liquidity for
the Tudor common shares and a market in which Tudor is a more
substantial issuer. The delisting from TSX will occur on or before
January 31, 2011.
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 CONSTITUTE 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 amalgamation
and the completion of the Marzcorp financing and other matters. There
is a risk that the Marzcorp financing will not be completed or that
stock exchange approval will not be received, and therefore the
amalgamation would not be completed. Readers are cautioned not to
place undue reliance on forward-looking information, as no assurances
can be given as to the completion of the amalgamation, the Marzcorp
financing or other matters addressed in this 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