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XPL Canadian Energy Exploration Inc.

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Share Name Share Symbol Market Type
Canadian Energy Exploration Inc. TSXV:XPL 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 -

Standard Exploration Ltd. and Canadian Energy Exploration Inc. Announce Plan of Arrangement

20/08/2012 2:00pm

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.


Standard Exploration Ltd. ("Standard") (TSX VENTURE:SDE) and Canadian Energy
Exploration Inc. ("Canadian Energy") (TSX VENTURE:XPL) are pleased to announce
they have entered into an arrangement agreement (the "Arrangement Agreement")
with respect to a combination of both companies (the "Transaction"). Under the
terms of the Arrangement Agreement, Canadian Energy shareholders will receive
one common share in the capital of Standard (each, a "Standard Share") for every
7.15 common shares of Canadian Energy ("Canadian Energy Shares") held. The
Transaction will be undertaken by means of a plan of arrangement (the
"Arrangement") under the Business Corporations Act (Alberta). Standard will
issue approximately 18.9 million Standard Shares to Canadian Energy
shareholders. The Arrangement Agreement contemplates that Canadian Energy will
hold a meeting of its shareholders on or prior to October 19, 2012 (the
"Canadian Energy Meeting") to permit shareholders to vote on the Arrangement.


The board of directors of Canadian Energy unanimously supports the Transaction,
has determined that the Transaction is in the best interest of Canadian Energy
and recommends that the shareholders of Canadian Energy vote in favour of the
Transaction. All of the senior officers and directors of Canadian Energy, who
collectively hold approximately 1.1% of the issued and outstanding common shares
of Canadian Energy, have agreed to vote their shares in favour of the
Transaction at the Canadian Energy Meeting.


After completion of the Transaction, Standard expects to have a total of
approximately 82.3 million shares outstanding.


Upon successful completion of the Transaction, Standard will be well positioned
to continue their focus on mergers/acquisitions and continue to develop drilling
opportunities. Standard will have:




--  $6.5 million in cash 
--  $6.2 million proved plus probable reserves, discounted at 10%, effective
    March 31, 2012 
--  75 bbl/d of oil 
--  Net operating income of $750,000/annum 
--  20,000 net acres of undeveloped land 



In the near term (to the end of 2012), Standard plans to spend $1.4 million on
drilling and seismic activities.


The Arrangement Agreement includes non-solicitation covenants (subject to the
fiduciary obligations of the board of directors of Canadian Energy and the right
of Standard to match any Superior Proposal, as defined in the Arrangement
Agreement). The Arrangement Agreement, among other things, provides for
non-completion fees of up to $150,000 payable by Standard and Canadian Energy in
the event the Transaction is not completed or is terminated by either party in
certain circumstances. The Arrangement Agreement provides that completion of the
Transaction is subject to certain conditions, including the receipt of all
required regulatory approvals (including the approval of the TSX Venture
Exchange), the approval of the shareholders of Canadian Energy and the approval
of the Court of Queen's Bench of Alberta. The Transaction is anticipated to
close in October 2012.


Sayers Energy Advisors is acting as exclusive financial advisor to Canadian
Energy with respect to the Transaction and has provided the board of directors
of Canadian Energy with a verbal opinion that, subject to its review of the
final form of documents effecting the Transaction, the consideration to be
received by Canadian Energy shareholders is fair, from a financial point of
view, to the Canadian Energy Shareholders.


The executive management group of Standard, led by Mr. Ronald Wiebe as President
and Chief Executive Officer, will manage the combined enterprise. The board of
directors of Standard will be unchanged after completion of the Transaction,
with the exception of the addition of John McGilvary who is currently on
Canadian Energy's board of directors. For a complete list of management and
directors please view our corporate presentation on our website at
www.standardexploration.com. 


Complete details of the terms of the Transaction are set out in the Arrangement
Agreement, which will be filed by each of Standard and Canadian Energy on SEDAR
and will be available for review under each of Standard and Canadian Energy's
profiles at www.sedar.com.


READER ADVISORIES

Forward-Looking Information - This press 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 press release contains forward looking statements and
information concerning the combined company's exploration and development
activities, working capital, production, reserves, cash flow, undeveloped land
holdings and anticipated benefits from the Transaction. The forward-looking
statements and information are based on certain key expectations and assumptions
made by Standard and Canadian Energy, including expectations and assumptions
concerning prevailing commodity prices and exchange rates, applicable royalty
rates and tax laws; future well production rates and reserve volumes; the timing
of receipt of regulatory and shareholder approvals, the performance of existing
wells; the success obtained in drilling new wells; and the sufficiency of
budgeted capital expenditures in carrying out planned activities; and the
availability and cost of labour and services. Although Standard and Canadian
Energy believe 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 Standard and Canadian Energy 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 proposed Transaction,
including failure to realize anticipated synergies or cost savings; risks
regarding the integration of the two entities; incorrect assessments of the
values of the other entity; and failure to obtain the required shareholder,
court, regulatory and other third party approvals. This press release also
contains forward-looking statements and information concerning the anticipated
completion of the proposed Transaction and the anticipated timing for completion
of the Transaction. Standard and Canadian Energy have provided these anticipated
times in reliance on certain assumptions that they believe are reasonable at
this time, including assumptions as to the timing of receipt of the necessary
regulatory and court approvals and the time necessary to satisfy the conditions
to the closing of the Transaction. These dates may change for a number of
reasons, including unforeseen delays in preparing meeting materials, inability
to secure necessary regulatory or court approvals in the time assumed or the
need for additional time to satisfy the conditions to the completion of the
Transaction. Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press release
concerning these times. Readers are cautioned that the foregoing list of factors
is not exhaustive. Additional information on these and other factors that could
affect Standard's or the combined company's operations or financial results are
included in reports on file with applicable securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com). The
forward-looking statements and information contained in this press release are
made as of the date hereof and Standard and Canadian Energy undertake 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.


1 Year Canadian Energy Exploration Inc. Chart

1 Year Canadian Energy Exploration Inc. Chart

1 Month Canadian Energy Exploration Inc. Chart

1 Month Canadian Energy Exploration Inc. Chart