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RGG React Gaming Group Inc

0.035
0.00 (0.00%)
27 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
React Gaming Group Inc TSXV:RGG 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% 0.035 0.005 0.055 0 01:00:00

Ranger Energy Ltd. Closes Business Combination Transaction With North Sea Energy Inc.

19/10/2011 10:37pm

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Ranger Energy Ltd. ("Ranger") (TSX VENTURE:RGG) is pleased to announce that Ranger and North Sea Energy Inc. ("Predecessor NSE") have closed the business combination previously announced on July 18, 2011 (the "Transaction"). Ranger is now named North Sea Energy Inc. ("NSE") and is expected to commence trading on the TSX Venture Exchange under its new symbol NUK at market open on October 21, 2011.

NSE is a Tier 1 Oil & Gas Issuer on the TSX Venture Exchange, with 58,531,857 common shares issued and outstanding.

Description of the Transaction

Pursuant to a business combination agreement dated effective August 10, 2011, Ranger, Predecessor NSE and 2294409 Ontario Ltd. ("SubCo"), a wholly-owned subsidiary of Ranger, completed a business combination by way of a three-cornered amalgamation such that Predecessor NSE amalgamated with SubCo effective October 13, 2011 and thereby became a wholly-owned subsidiary of Ranger ("Amalco"). Immediately following the amalgamation of Predecessor NSE and SubCo, Amalco vertically amalgamated with Ranger and Ranger changed its name to North Sea Energy Inc.

In connection with the Transaction, Ranger continued from the Province of Alberta to the Province of Ontario and all outstanding common shares of Ranger ("Ranger Shares") and Ranger Shares issuable on exercise of outstanding warrants and options were consolidated on the basis of one post-Consolidation Ranger Share for every 10 pre-Consolidation Ranger Shares. Ranger issued holders of outstanding common shares of Predecessor NSE 1.5000872143 post-Consolidation Ranger Shares for each share held. Ranger and Predecessor NSE each received shareholder approval for the Transaction on September 27, 2011.

The directors and officers of NSE are now comprised of J. Craig Anderson - President, Chief Executive Officer, Secretary and Director; Hubert-Lance Huet - Chairman of the Board and Director; William Powers - Chief Operating Officer and Director; C. Brent Austin - Chief Technical Officer and Director; Ian Lambert - Director; David M. Antony - Director; Ian Lisseter - Chief Exploration Officer; and Petya Popova - Chief Financial Officer.

For further information regarding the details of the Transaction, please refer to the news releases dated July 18, 2011, August 11, 2011, September 27, 2011 and the joint management information circular of Ranger and Predecessor NSE dated August 26, 2011, all filed on SEDAR at www.sedar.com.

About North Sea Energy Inc.

NSE, along with its wholly owned UK subsidiaries, Echo Exploration Limited, North Sea Energy (UK) Limited and North Sea Energy (UK NO2) Limited, is an independent oil and gas company originally formed in February 2007 with a strategy of building a portfolio of exploration, appraisal and producing assets in the UK North Sea. Currently, NSE is producing light oil from the Jacky field, located in the Inner Moray Firth off the Scottish coast and has acquired six blocks in the North Sea, with a further three blocks pending U.K. Department of Energy and Climate Change ("DECC") approval.

NSE's principal assets are as follows: (i) a 10% working interest in block 12/21c (the "Jacky Production"); (ii) a 20% working interest in block 12/26c (the "Polly Development"); and (iii) a 13.3% working interest in block 11/29 (the "Manuel-Terry Prospect"); all of which are governed under United Kingdom Seaward Production License P.1392. NSE also has a 50% working interest in UK Blocks 13/28b ("Bobcat Prospect"), Block 22/5c ("Bass Prospect") and Block 15/21d ("Bluebird and Blackbird Prospects") situated in the U.K. Continental Shelf. Two further licenses are expected to be awarded, subject to DECC approval.

NSE has engaged Byron Capital Markets Ltd. to act as an advisor to the corporation.

Reader Advisory

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States, UK and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts: North Sea Energy Inc. Craig Anderson President and Chief Executive Officer (416) 366-4700canderson@northseaenergy.ca

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