Canadian Phoenix Resources Corp. Corporate Update: Completion of Transactions With Serrano Energy Ltd.
2008-08-20 20:25:00
CALGARY, ALBERTA–(EMWNews – Aug. 20, 2008) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CANADIAN PHOENIX RESOURCES CORP. (“Canadian Phoenix”) (TSX VENTURE:CPH) is pleased to announce that it has completed its previously announced series of transactions with Serrano Energy Ltd. (“Serrano”). Pursuant to these transactions, Canadian Phoenix acquired 11 million common shares (“Serrano Shares”) of Serrano, representing approximately 50.1% of the total number of Serrano Shares outstanding. Serrano is an Alberta-based company formed to participate in heavy oil and natural gas exploration, development and acquisitions in Alberta and Saskatchewan. Serrano’s net daily heavy oil production, based on field estimates, is currently 1,100 barrels of oil.
The Serrano Transaction was comprised of the Freemont Transaction, the Subscription Transaction and the Farm-in Transaction.
The Freemont Transaction
Canadian Phoenix sold to Serrano its working interest in approximately 9,680 acres of land in the Freemont area of Saskatchewan in consideration of $35 million, subject to closing adjustments. The purchase price was paid by the issue to Canadian Phoenix of 7 million Serrano Shares.
The Subscription Transaction
Canadian Phoenix purchased 2 million Serrano Shares from treasury at the price of $5 per share, representing an aggregate purchase price of $10 million. As part of this transaction, Canadian Phoenix was granted the pre-emptive right to participate in the distribution of securities by Serrano in certain instances.
The Farm-in Transaction
Canadian Phoenix has farmed-in on certain of Serrano’s oil and gas properties and has now incurred approximately $5.7 million of expenditures. As a condition of the completion of the Subscription Transaction, Canadian Phoenix entered into an option agreement with Serrano pursuant to which Serrano was granted the option to purchase some or all of the oil and gas properties (up to a maximum of $5 million) earned by Canadian Phoenix under these farm-ins. As consideration for such option, Serrano issued 2 million Serrano Shares to Canadian Phoenix with an aggregate value of $10 million.
Concurrent with the completion of the Serrano Transaction, and as a closing condition, Canadian Phoenix entered into corporate governance agreement (the “CG Agreement”) dated August 20, 2008 with Serrano, Richard C. Bennett, the President and Chief Executive Officer of Serrano, and J.W. Grant Robertson, the Vice-President, Business Development and Chief Financial Officer of Serrano. Generally, the CG Agreement provides for (i) the rights of Canadian Phoenix for representation on the board of directors of Serrano, (ii) the pre-emptive right of Canadian Phoenix to participate in distributions of securities by Serrano in certain instances, (iii) reporting obligations of Serrano; and (iv) the right of Canadian Phoenix to veto certain transactions proposed to be completed by Serrano. The CG Agreement terminates upon Canadian Phoenix owning less than 50% of the Serrano Shares or upon an initial public offering or listing on an exchange of the Serrano Shares.
Thomas P. Stan, President and Chief Executive Officer of Canadian Phoenix, has been appointed to the board of directors of Serrano in satisfaction of a condition of the Corporate Governance Agreement. Mr. Stan joins Barry Lee and Bryce Rhodes as a Canadian Phoenix nominee to the Serrano board of directors.
For more information regarding the Serrano Transaction, see Canadian Phoenix’s management information circular dated June 30, 2008, which is available at www.sedar.com.
Canadian Phoenix Resources Corp. is a publicly traded junior oil and gas exploration, development and production company with operations in Western Canada. Canadian Phoenix is pursuing a corporate strategy of being a consolidator of undervalued oil and gas assets located in the Western Canadian Sedimentary Basin. Canadian Phoenix’s shares trade on the TSX Venture Exchange under the symbol “CPH”. Canadian Phoenix currently has 583,601,540 Common Shares and 82,011,167 Subscription Receipts issued and outstanding.
ON BEHALF OF THE BOARD OF DIRECTORS OF CANADIAN PHOENIX RESOURCES CORP.
Thomas Stan, President & CEO
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Units, Common Shares or Warrants within the United States. The Units, Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. Accordingly, none of the Units, Common Shares or Warrants may be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities law or an exemption from such registration is available.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning completion of the transactions with Serrano Energy Ltd. The forward-looking statements and information are based on certain key expectations and assumptions made by Canadian Phoenix, including expectations and assumptions concerning prevailing commodity prices and exchange rates, applicable royalty rates and tax laws, future well production rates and reserve volumes, receipt of regulatory and security holder approvals, the performance of existing wells, the success obtained in drilling new wells, the sufficiency of budgeted capital expenditures in carrying out planned activities, the availability and cost of labour and services and the impact of the Province of Alberta’s new royalty regime. Although Canadian Phoenix believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Canadian Phoenix can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production 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 reserves, production, costs and expenses, health, safety and environmental risks, commodity price and exchange rate fluctuations, marketing and transportation, loss of markets, environmental risks, competition, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, ability to access sufficient capital from internal and external sources, failure to obtain required regulatory and other approvals, and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. There are risks also inherent in the nature of the transactions with Serrano Energy Ltd., including incorrect assessment of the value of the assets to be acquired, and failure to obtain the required regulatory and other third party approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and Canadian Phoenix undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
For more information, please contact Canadian Phoenix Resources Corp. |
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