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DEI

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Share Name Share Symbol Market Type
TSXV:DEI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Donnybrook Announces Agreement to Sell Simonette and Resthaven Assets

25/02/2013 10:00am

Marketwired Canada


Donnybrook Energy Inc. ("Donnybrook" or the "Company") (TSX VENTURE:DEI) reports
that it has entered into an asset exchange agreement (the "Asset Exchange
Agreement") and an arrangement agreement (the "Arrangement Agreement") with
Cequence Energy Ltd. ("Cequence") (TSX:CQE) to sell the Company's interest in
its Simonette and Resthaven oil and gas properties for consideration consisting
of 10.3 million common shares of Cequence ("Cequence Shares") and Cequence's
interest in its Fir oil and gas property. The transaction, including the
subsequent distribution of the 10.3 million Cequence Shares to the holders
("Donnybrook Shareholders") of common shares of Donnybrook ("Donnybrook
Shares"), is anticipated to be completed, in part, by way of a plan of
arrangement under the Business Corporations Act (Alberta) (the "Arrangement").


The Simonette and Resthaven properties to be sold to Cequence consist of 38
gross (19 net) sections of land with net production of approximately 120 boe per
day.


Upon completion of the Arrangement, Donnybrook Shareholders are anticipated to
receive, based on the current number of outstanding Donnybrook Shares,
approximately 0.0531 of a Cequence Share for each Donnybrook Share while
continuing to hold their existing Donnybrook Shares. On closing, it is
anticipated that existing Donnybrook Shareholders will own approximately 5
percent of the outstanding Cequence Shares.


Cequence is a natural gas and oil resource play focused company with current
production in excess of 9,000 boe per day. The majority of Cequence's production
comes from the Deep Basin in the Simonette area where it owns Montney and other
Cretaceous oil and gas rights. Cequence currently operates Donnybrook's
Simonette property and has the requisite technical, operational, financial
flexibility and access to capital to develop the property on an efficient basis
for its shareholders.


On a pro forma basis, Donnybrook will hold its existing Bigstone property with 8
gross (3.75 net) sections of land and the newly acquired Fir property which
consists of a total of 5 net sections of land and long life, low decline
production of approximately 220 net boe per day. The Fir property is
approximately 35 km from the Bigstone property.


The board of directors of Donnybrook has unanimously determined that the
Arrangement is in the best interests of Donnybrook and is fair to Donnybrook
Shareholders. The board of directors has also unanimously approved the
transaction and determined to recommend that the Donnybrook Shareholders vote in
favour of the Arrangement. Each of the officers and directors of Donnybrook,
holding Donnybrook Shares representing an aggregate of approximately 12.5% of
the outstanding Donnybrook Shares, have entered into lock-up agreements with
Cequence supporting the transaction, pursuant to which they have agreed to vote
the Donnybrook Shares held by them in favour of the Arrangement.


RBC Capital Markets is acting as financial advisor to Donnybrook and has
provided the board of directors of Donnybrook with an opinion that, as of the
date of the Arrangement Agreement, the consideration to be received under the
Arrangement is fair, from a financial point of view, to the Donnybrook
Shareholders.


Under the terms of the Arrangement Agreement, Donnybrook has agreed that it will
not solicit or initiate any inquiries or discussions that may reasonably be
expected to lead to an alternative sale of the Simonette and Resthaven assets or
any other transaction which could impede, interfere, prevent or delay the
transaction contemplated under the Arrangement Agreement. In addition, should a
Superior Proposal (as such term is defined in the Arrangement Agreement) be
presented to Donnybrook, Donnybrook has granted Cequence the right to match such
Superior Proposal. The Arrangement Agreement also provides for the payment of a
reciprocal non-completion fee of $1.0 million under certain circumstances.


Completion of the transaction is subject to customary closing conditions,
including receipt of court, shareholder, TSX Venture Exchange and other
regulatory approvals. Donnybrook Shareholders will be asked to vote on the
transaction at a special meeting of Donnybrook Shareholders and the completion
of the transaction will require the approval of two-thirds of the votes cast by
Donnybrook Shareholders in person or by proxy at the meeting.


An information circular regarding the Arrangement is expected to be mailed to
Donnybrook Shareholders in mid-March for a special meeting of the Donnybrook
Shareholders to take place in mid-April, with closing expected to occur as soon
as reasonably practicable following receipt of court, shareholder and regulatory
approvals.


A copy of the Asset Exchange Agreement and the Arrangement Agreement and the
information circular and related documents will be filed with Canadian
securities regulators and will be available at www.sedar.com.


Further information relating to Donnybrook is also available on its website at
www.donnybrookenergy.ca.


ON BEHALF OF THE BOARD OF DONNYBROOK ENERGY INC.

Malcolm F. W. Todd, Chief Executive Officer

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements or information
("forward-looking statements") within the meaning of applicable securities laws.
The use of any of the words "will", "expects", "believe", "plans", "potential"
and similar expressions are intended to identify forward-looking statements.
More particularly and without limitation, this press release contains
forward-looking statements concerning the amount of Cequence Shares for each
Donnybrook Share to be distributed to Donnybrook Shareholders, the percentage
ownership of Cequence Shares by Donnybrook Shareholders, anticipated timing of
the mailing of the information circular and meeting of Donnybrook Shareholders
and the closing of the transaction.


The forward-looking statements in this press release are based on certain key
expectations and assumptions made by Donnybrook, including the receipt of all
necessary approvals, including but not limited to shareholder, court and
regulatory approvals including the approval of the TSX Venture Exchange and the
satisfaction of the conditions to the closing of the transaction. There is no
assurance that these expectations and assumption will be met or satisfied and
there is therefore no assurance that the transaction will be completed in the
time frame anticipated or at all.


Since forward-looking statements 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 the risks that the transaction may
not close when planned or at all or on the terms and conditions set forth in the
Arrangement Agreement and Asset Exchange Agreement, the failure to obtain
necessary shareholder, court, regulatory and other third party approvals
required in order to proceed with the transaction, risks that the closing
conditions will not be met and 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 reserve, production, costs and
expenses; health, safety and environmental risks; commodity price and exchange
rate fluctuations; marketing and transportation of petroleum and natural gas and
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; stock market volatility; and changes in legislation, including but not
limited to tax laws, royalty rates and environmental regulations. Readers are
cautioned that the foregoing list of factors is not exhaustive. Additional
information on these and other factors that could affect the operations or
financial results of Donnybrook are included in Donnybrook's Annual Information
Form, management's discussion and analysis and other documents filed with
applicable securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com). The forward-looking statements contained in this
press release are made as of the date hereof and Donnybrook undertakes no
obligation to update publicly or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, unless so required
by applicable securities laws. The forward-looking statements contained in this
press release are expressly qualified by this cautionary statement.


Where amounts are expressed on a barrel of oil equivalent ("BOE") basis, natural
gas volumes have been converted to oil equivalence at six thousand cubic feet
per barrel. The term BOE may be misleading, particularly if used in isolation. A
BOE conversion ratio of six thousand cubic feet per barrel is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. Given that the value ratio
based on the current price of crude oil as compared to natural gas is
significantly different from the energy equivalency of 6:1, utilizing a
conversion on a 6:1 basis may be misleading as an indication of value.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Donnybrook Energy Inc.
Malcolm Todd
President and Chief Executive Officer
(604) 684-2356
(604) 684-4265 (FAX)
www.donnybrookenergy.ca

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