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SLK.P Silk Road Energy

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Silk Road Energy TSXV:SLK.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Silk Road Energy Inc. Announces Acquisition Agreement and Completion of Qualifying Transaction

27/01/2014 10:20pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Silk Road Energy Inc. (the "Corporation" or "Silk Road") (TSX VENTURE:SLK.P) is
pleased to announce that the Corporation has entered into a formal acquisition
agreement ("Acquisition Agreement") with Gold Note Resources Inc. ("Gold Note"),
pursuant to which the Corporation has completed the purchase of certain oil
production, oil and gas reserves, lands, leases and miscellaneous interests held
by Gold Note in the Bashaw, Columbia and Thornbury areas of Alberta (the
"Acquisition"). The Acquisition constitutes the Corporation's qualifying
transaction (the "Qualifying Transaction") under the applicable policies of the
TSX Venture Exchange (the "TSXV"), as further set out in the press releases of
the Corporation dated November 7, 2013 and December 23, 2013 and the
Corporation's filing statement dated December 23, 2013 (the "Filing Statement"),
all as filed on the Corporation's SEDAR profile at www.sedar.com. 


The Corporation is incorporated under the provisions of the Business
Corporations Act (Alberta) and has a registered office in Calgary, Alberta. Silk
Road is a "reporting issuer" (as defined under applicable securities law) in the
provinces of British Columbia, Alberta and Ontario. Gold Note is a private
corporation incorporated under the provisions of the Canada Business
Corporations Act with its registered and head office in Montreal, Quebec.
Michael Judson of Westmount, Quebec is the sole director and sole voting
shareholder of Gold Note. 


The Qualifying Transaction has been carried out by parties dealing at arm's
length to one another and therefore is not considered to be a Non-Arm's Length
Qualifying Transaction, as such term is defined in the policies of the TSXV. As
a result, a meeting of the shareholders of the Corporation to approve the
Acquisition is not a condition required to complete the Qualifying Transaction. 



Assuming that all TSXV conditions are satisfied and assuming that the
Corporation receives from the TSXV final TSXV approval of the Acquisition as the
Qualifying Transaction of the Corporation, the Corporation will no longer be
considered a Capital Pool Company (as defined under TSXV policies). It is
expected that the Corporation will meet the Initial Listing Requirements for a
Tier 2 oil and gas issuer under the policies of the TSXV, and will resume
trading under the stock symbol "SLK" on or about January 29, 2014. 


Acquisition Agreement 

Pursuant to the terms of the Acquisition Agreement, the Corporation purchased,
on industry standard terms, certain non-operated petroleum and natural gas
rights, oil and gas production, tangibles, oil and gas reserves, lands, leases
and miscellaneous interests including seven (7) gross producing wells (the
"Assets") located in the Bashaw, Columbia and Thornbury areas in Alberta, Canada
for an aggregate purchase price of $500,000 inclusive of applicable taxes and in
Canadian funds, payable by way of 2,352,941 common shares of Silk Road
("Consideration Shares") at a deemed price of $0.17 per Common Share and
$100,000 cash. The Consideration Shares are subject to the terms and conditions
of an escrow agreement between Silk Road, Gold Note, and Olympia Trust Company
dated January 24, 2014, which is available for review on the Corporation's SEDAR
profile at www.sedar.com. 


The completion of the Acquisition by the Corporation has been approved by the
board of directors of the Corporation and the Acquisition has been conditionally
approved by the TSXV as the Qualifying Transaction of the Corporation pursuant
to a conditional acceptance letter dated December 20, 2013. 


The completion of the Acquisition as the Qualifying Transaction of the
Corporation is subject to final approval of the TSXV, assuming that all TSXV
conditions are satisfied. The conditions above do not necessarily represent a
complete list of all the conditions contained in the Acquisition Agreement. They
are, however, conditions that may be reasonably considered to be material to the
completion of the Acquisition by the Corporation. 


Summary of Financial Information of the Assets

The following table sets forth certain select annual audited and interim
unaudited financial and operational information of the Assets for the periods
indicated.




----------------------------------------------------------------------------
                Six months  Six months        Year        Year        Year  
                     ended        ended      ended       ended       ended  
                 September    September   March 31,  March 31,   March 31,  
                  30, 2013     30, 2012        2013        2012        2011 
               (unaudited)  (unaudited)   (audited)   (audited)   (audited) 
----------------------------------------------------------------------------
Revenue                                                                     
----------------------------------------------------------------------------
 Petroleum                                                                  
  sales        $   238,325 $    201,465 $   436,663 $   518,008 $   622,329 
----------------------------------------------------------------------------
 Royalty                                                                    
  expenses         (73,412)     (48,114)   (103,089)   (118,864)   (141,430)
----------------------------------------------------------------------------
                   164,913      153,351     333,574     399,144     480,899 
----------------------------------------------------------------------------
Expenses                                                                    
----------------------------------------------------------------------------
 Production                                                                 
  Costs            103,842      127,446     241,951     247,908     253,923 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Operating                                                                   
 income (loss) $    61,071 $     25,905 $    91,623 $   151,236 $   226,976 
----------------------------------------------------------------------------



Issuance of Stock Options 

The Corporation also announces that its board of directors has granted stock
options concurrently with the closing of its Qualifying Transaction in respect
of an aggregate of 235,294 class A common shares of the Corporation to certain
directors, officers, consultants and employees of the Corporation. The exercise
price of the options is $.17 per share, with each stock option vesting over
three years and expiring five years from the date of grant. The grants are
subject to approval of the TSXV. 


Management of the Resulting Issuer 

Assuming final TSXV approval of the Acquisition as the Qualifying Transaction of
the Corporation is received, the management team of the Corporation and the
board of directors of the Corporation will be comprised of the individuals
outlined below (the "Management Team"). The following is a brief description of
the position, background and experience of the Management Team of the
Corporation: 


Vladimir Katic - Anchorage, Alaska - President, Chief Executive Officer and
Director 


Mr. Katic is currently the Managing Director of Pacific States Energy LLC, a
limited liability corporation formed in the state of California. From May 2000
to September 2009, Mr. Katic was the President, Chief Executive Officer and a
director of Pacific Energy Resources Ltd. (formerly Shamrock Resources Inc. -
listed on the TSXV), an oil & gas company based in California and listed on the
Toronto Stock Exchange. Mr. Katic obtained a Diploma in Petro-Chemical
Engineering in 1966 from the University of Zagreb in Croatia. 


Richard Derrick Colling - Sherwood Park, Alberta - Chief Financial Officer 

Mr. Colling is a member of the Society of Certified Management Accountants of
Alberta with more than 25 years of experience in the field of accounting, both
in the banking industry and private practice. He holds a Bachelor of Management
(Commerce) from the University of Lethbridge. 


Patrick Devlin - North Vancouver, British Columbia - Corporate Secretary and
Director 


Mr. Devlin has over 29 years of experience in the securities industry, as a
lawyer, regulator, certified management accountant and entrepreneur. From March
2004 to April 2009, Mr. Devlin was a Director and then President, Chief
Executive Officer and Director (August 2004 to April 2009) of NEMI Northern
Energy & Mining Inc., a mining company listed on the Toronto Stock Exchange. Mr.
Devlin was also a Director of Pacific Energy Resources Ltd. (formerly Shamrock
Resources Inc. - listed on the TSXV), an oil & gas company, from 1993 to
November 2010. Mr. Devlin obtained a Diploma of Technology in Finance from the
British Columbia Institute of Technology in May 1974, the designation of
Certified Management Account from the University of British Columbia in May
1976, and his Bachelor of Laws from the University of British Columbia in 1981. 


Zulfikar Rashid - Calgary, Alberta - Director 

Mr. Rashid has been the owner of Rodeo Express Delivery Ltd., a mail and courier
service, since January 1976. He obtained a Bachelor of Engineering in Electrical
and Electronics Engineering from the University of Napier in Edinburgh, Scotland
in 1974. Mr. Rashid has also been a member of the Association of Science and
Engineering Technology Professionals of Alberta (ASET) since 1976. 


Michael Judson - Westmount, Quebec - Director 

Mr. Judson has 20 years of experience forming, financing and operating private
and public companies. He has raised approximately $185 million for natural
resource exploration and production projects through two public company
vehicles. Mr. Judson graduated from Concordia University in 1986 with a Bachelor
of Arts (Communication Studies), graduated from the Institute of Corporate
Directors (ICD) and the Desautels Faculty of Management, McGill University
Directors Education Program in 2007 and became an Institute-Certified Director
(ICD.D) in 2011. 


Dr. Paul Craig - Anchorage, Alaska - Director 

Dr. Craig is a board-certified clinical neuropsychologist with over twenty-five
years of experience. Recognized for his excellence in the field, Dr. Craig has
evaluated and/or treated more than 10,000 patients with a broad array of known
or suspected psychological and neuropsychological conditions. Dr. Craig is a
Clinical Professor in the Department of Psychiatry & Behavioral Sciences at the
University of Washington School of Medicine. He has also served as an elected
member of the Board of Directors of the American Psychological Association and
American Board of Clinical Neuropsychology. 


Cautionary Statements: 

Certain statements contained in this press release constitute forward-looking
information within the meaning of applicable securities laws. These statements
relate to future events or future performance. The use of any of the words
"could", "intend", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not historical
facts are intended to identify forward-looking information and are based on the
Corporation's current belief or assumptions as to the outcome and timing of such
future events. Forward-looking information included in this press release
includes statements with respect to final approval of the TSXV of the
Acquisition as the Qualifying Transaction of the Corporation. This press release
also contains forward-looking information relating to the management team of the
Corporation. Readers are cautioned not to place undue reliance on
forward-looking statements. Although the Corporation believes in light of the
experience of its officers and directors, current conditions and expected future
developments and other factors that have been considered appropriate that the
expectations reflected in this forward-looking information are reasonable, undue
reliance should not be placed on them because the Corporation can give no
assurance that they will prove to be correct. Various assumptions or factors are
typically applied in drawing conclusions or making the forecasts or projections
set out in forward-looking information. Those assumptions and factors are based
on information currently available to the Corporation. The material factors and
assumptions include the parties to the agreements underlying the Acquisition
being able to obtain the necessary director, shareholder and regulatory approval
and TSXV policies not changing. Risk factors that could cause actual results or
outcomes to differ materially from the results expressed or implied by
forward-looking information include, among other things: conditions imposed by
the TSXV, obligations under the Alberta Licence Liability Rating Program, the
Corporation having insufficient financial resources to advance its business,
changes in tax laws, general economic and business conditions; and changes in
the regulatory environment. Actual results and developments may differ
materially from those contemplated by these statements depending on, among other
things, the risks that the parties will not proceed with associated
transactions, and that the Acquisition and associated transactions will not be
successfully approved by the TSXV as the Qualifying Transaction of the
Corporation for any reason (including the failure to obtain the required
approvals or clearances from regulatory authorities). The statements in this
news release are made as of the date of this release.  


Completion of the Acquisition as the Qualifying Transaction of the Corporation
is subject to a number of conditions, including but not limited to, TSXV
acceptance. There can be no assurance that the Acquisition as the Qualifying
Transaction of the Corporation will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the Filing Statement, any
information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative. 


The TSXV has in no way passed upon the merits of the proposed Acquisition and
has neither approved nor disapproved the contents of this press release. 


Neither TSXV Venture Exchange Inc. nor its Regulations Services Provided (as
that term is defined in the policies of the TSXV Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.  


FOR FURTHER INFORMATION PLEASE CONTACT: 
Silk Road Energy Inc.
Zulfikar Rashid
Director
(403) 240-1821

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