Cloudbreak Discovery Share Discussion Threads

[bb44] 07/11/2011 18:52

keeping it classy pomp...

[janek01] 04/11/2011 13:32

Robert Bensh is going on. You have to scroll down.

3P International Energy Corp. Announces Letter of Intent to Acquire A 30% Interest in Five License Areas in the Dnieper-Donetsk Basin of Eastern Ukraine Through Business Combination

11/03/2011 - 22:39

- ADDS PROVEN RESERVES
- FIVE NEW LICENSE AREAS IN PROLIFIC DNIEPER-DONETSK BASIN
- CASH FLOW AND CURRENT NET PRODUCTION TO 3P OF 640 BOE/D
- A STRONG LOCAL PARTNER WITH SIGNIFICANT OPERATING EXPERIENCE
- A SEASONED CHIEF EXECUTIVE OFFICER WITH A SUCCESSFUL TRACK RECORD IN UKRAINE
- OWNERSHIP OF 1 DRILLING RIG AND 3 SERVICE RIGS

(businesspress24) - TORONTO, ONTARIO -- (Marketwire) -- 11/03/11 -- 3P INTERNATIONAL ENERGY CORP. ("3P" or the "Corporation") (TSX VENTURE: DOH) is pleased to announce that it has entered into a letter of intent dated October 31, 2011 (the "Letter of Intent") with Gastek LLC ("Gastek") and its sole shareholder Parma Limited ("Parma") under which 3P intends to issue common shares of 3P ("3P Shares") to acquire Gastek's indirect 30% interest in KUB-Gas LLC ("KUB-Gas"). The assets of KUB-Gas consist of 100% interests in five licenses near to the city of Lugansk in the northeast part of Ukraine and includes an extensive portfolio of service and drilling equipment and four gas distribution plants. Four of the five licenses held by KUB-Gas are currently producing natural gas.

The Transaction will be a reverse take-over of 3P under TSX Venture Exchange (the "TSX-V") policies. None of the insiders of 3P or their associates and affiliates has any interest in the business of Gastek or are otherwise insiders of, or have any relationship with, Gastek or its direct or indirect shareholders. As such, the Transaction is an "Arm's Length Transaction" as defined under TSX-V policies.

The 3P Shares to be issued in the Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation, may be subject to resale restrictions as required under the applicable securities legislation and certain shares may be subject to escrow conditions as required by the TSX-V.

Benefits of the Transaction

The Transaction provides several benefits to 3P, including:

Transaction Terms

Pursuant to the Transaction, 3P Shares will be issued to acquire Gastek's indirect 30% interest in KUB-Gas. This will result in the recipients holding 60% of the outstanding 3P Shares upon closing of the Transaction and constitute a reverse take-over of 3P. The 3P Shares will be issued to Gastek, to its sole shareholder Parma or to the shareholders of Parma, as determined after full analysis of relevant tax and other considerations. Parma is a private corporation controlled by Mikhail Afendikov of San Rafael, California and two other persons.

There are currently 65,006,911 3P Shares outstanding, with an additional 17,500,000 3P Shares expected to be issued by way of a private placement financing, as announced in a press release dated October 17, 2011, which would result in an aggregate of up to 82,506,911 3P Shares outstanding prior to the closing of the Transaction.

3P will issue 123,806,858 3P Shares pursuant to the Transaction. The exchange ratio is based on a valuation of CAN$32,874,000 for 3P (assuming the maximum number of 3P Shares are issued pursuant to the aforementioned private placement), and a valuation of CAN$49,311,000 for Gastek. 3P Shares to be issued are expected to be subject to TSX-V escrow requirements.

Upon completion of the Transaction, the combined entity will be fully funded to complete the individually stated work programs which combined are to drill ten new development wells, complete four hydraulic fractures ("fracs") and complete up to ten work-overs in calendar 2012.

Conditions to the Completion of the Transaction

The obligations of 3P, Parma and Gastek to consummate the Transaction are subject to, among other things: (i) the receipt of all necessary regulatory approvals including TSX-V approvals; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the receipt of all necessary third party approvals and/or waivers; (iv) the absence of any material adverse effect, actual or reasonably expected to occur, on the financial and operational condition or the assets of each of the parties; (v) there not being outstanding more than: (a) 82,506,911 3P Shares; (b) warrants to purchase 12,373,299 3P Shares at the exercise prices disclosed in 3P's public disclosure filings; and (c) options to purchase 5,474,451 3P Shares under the 3P stock option plan at the exercise prices disclosed in 3P's public filings; (vi) Gastek not having total indebtedness of more than US$3,000,000; (vii) each of 3P's directors, officers and principal shareholders entering into an agreement to irrevocably vote all 3P Shares controlled by them in favour of the Transaction or sign written approvals of the Transaction; and (viii) other conditions which are by precedent customary for a transaction such as the Transaction. The conditions listed above are for the benefit of, and may be waived by, a party as they relate to the obligations of another party to perform or obtain the same.

Sponsorship

Cormark Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

KUB-Gas LLC Overview

KUB-Gas was established in 2000 to engage in exploration, development and production of natural gas and gas condensate in the Dnieper-Donetsk Basin located in Ukraine. KUB-Gas is incorporated in Ukraine and its registered office and the principal place of business is 8 Karl Marx Street, Lugansk, Ukraine. KUB-Gas also owns a 1,000 horsepower drilling rig, three work-over rigs for use on all new and existing wells, four gas processing facilities, over 20 kilometres of main gas pipelines and approximately 100 other pieces of various equipment. KUB-Gas' ownership of the drilling rig and work-over rigs enhances development timelines and leads to economies of scale as additional wells are drilled.

On November 10, 2009, Kulczyk Oil Ventures Inc. ("Kulczyk") of Calgary, Canada entered into two Sale and Purchase Agreements with Gastek, under which Kulczyk agreed to acquire an indirect 70% ownership in the shares of KUB-Gas. This transaction was completed in June 2010 for approximately US$45 million in consideration.

The assets of KUB-Gas are jointly operated by Gastek and Kulczyk and consist of 100% working interests in five natural gas and gas condensate licenses (one production licence and four exploration licences) in the northeastern part of Ukraine in the Dnieper-Donetsk Basin. Combined, the total landholdings across the five licenses are 36,315 hectares (89,736 acres). KUB-Gas is currently producing natural gas and gas condensate from four of the five licences. Total current production from the licenses is approximately 12.1 MMcf/d of natural gas and 35 bbl/d of gas condensate for a total of 2,300 boe/d. On the Olgovskoye Field, the O-12 well was tested at 8.1 MMcf/d (2.4 MMcf/d net to Gastek). Production from the O-12 well is expected to start towards the end of 2011 with management expecting this well to increase Gastek's share of production by 200 boe/d to 900 boe/d.

3P is purchasing Gastek's indirect 30% operating interest in the above five fields and service assets.

3P Chairman's Statement

Greg Cameron, Chairman of 3P, stated "This transaction is company-making as it provides access to the prolific Dnieper Donetsk Basin where 90% of the proven hydrocarbons in the Ukraine exist today. The team at KUB-Gas are proven in-country operators who have successfully built their business organically by drilling wells. This in-country operating experience will be invaluable to our team at Tysagaz as they build out operations in the Western Ukraine. The combined entity will have nine license areas and full operations in both Ukraine oil and gas basins with production and cash flow from both areas. This all-stock deal aligns the new management with shareholders and I'm honoured to continue to serve as a director and look forward to working with new 3P directors and officers Robert Bensh and Mikhail Afendikov to build the new company."

License Overview

Olgovskoye Field

The Olgovskoye exploration license was granted on May 31, 2006, was issued as a new license with additional acreage in 2009 and is set to expire on August 11, 2014, though it may be extended until 2019. An application has been submitted to convert this license from a five-year exploration license to a 20-year production license. This is currently the most productive of the licenses held by KUB-Gas and has experienced several excellent drilling results over the year. KUB-Gas has drilled five wells through 2011, with a sixth currently underway (an infill target with good permeability and porosity). The wells drilled over the course of the year have seen consistently better results. Logs on the O-9 well indicated multiple hydrocarbon bearing zones and a new discovery in the Lower Bashkirian reservoir (tested at 1.2 MMcf/d). The primary zone of this well, the Middle Bashkirian, tested at a maximum rate of 4.4 MMcf/d (stabilized at 2.9 MMcf/d). Most recently, the O-12 well tested at a rate of 8.1 MMcf/d, which is the best result seen to date. The results from this well are important as it was a step-out location that further defined the extent of the main producing structure. Plans for 2012 include one appraisal well (O-11) and one development well (O-15) to be drilled by the end of Q4, 2012. This exploration license is expected to be converted to a 20-year production license in the first quarter of 2012.

Makeevskoye Field

The Makeevskoye exploration license was granted on May 18, 2001, was issued as a new license with additional acreage in 2009 and is set to expire on August 11, 2014, though it may be extended until 2019. An application has been submitted to convert this license from a five-year exploration license to a 20-year production license. This license has experienced exciting exploration successes and as such as become a focus for KUB-Gas. Most recently, the M-19 exploration well, drilled in the second half of 2010 to a depth of 2,060 metres, recorded initial test results of 5.0 MMcf/d over 15 days. This was the first KUB-Gas well to use Western-style logging tools. Directly adjacent to the Olgovskoye Field, this license will be the focus of substantial activity in 2012. Current plans are for the M-21 well to be drilled in Q2, 2012 followed by another follow up in Q3, 2012. The M-21 well is seen as a low risk step-out location based on the success of the M-19 well and will be located 830 metres away. This exploration license is expected to be converted to a 20 year production license in the first quarter of 2012.

Krutogorovskoye Field

The Krutogorovskoye exploration license was granted on July 16, 2004, was issued as a new license with additional acreage in 2009 and is set to expire on August 11, 2014, though it may be extended until 2019. This field is currently a nominal producer and remains an exploration project of KUB-Gas. 2D seismic has defined a four-way dip closure in the northeast corner of the license which the K-5 well will test in Q3, 2012. Targets include Muscovian and Bashkirian formations (several sands in the Bashkirian formation have produced gas in both the earlier K-1 and K-3 wells). Management's preliminary view is that trap and stratigraphy will be the main risk factors on the 2,800 metres well. This exploration license is expected to be converted to a 20-year production license prior to first quarter 2012.

Vergunskoye Field

The Vergunskoye production license was issued on September 27, 2006 and will expire on September 27, 2026. The field is approximately 1 kilometre x 2 kilometres and is not a substantial producer at this time, though historically the field has produced 13.8 bcf from six wells. Three zones have been identified for multi-zone production or restart, but as of this time there are no plans to drill any wells in 2012 until available data has been analyzed in detail.

North Makeevskoye Field

The North Makeevskoye exploration license was granted on December 29, 2010 and is set to expire on December 29, 2015. Gross acreage position is approximately 47,073 acres. Similar to the Olgovskoye and Makeevskoye licenses, the license lies along the primary southeastern Dnieper-Donetsk Basin gas/condensate structural trend and is prospective for gas production from multiple zones within the Muscovian and Bashkirian sedimentary section. The license area is located only four kilometres from the recent M-19 gas discovery, which tested at 5 MMcf/d. To date, 2D seismic has provided the Northern Prospect, which management believes has significant resource potential. Plans include completing the 2D seismic program, currently underway, and drilling the first exploration well in Q1, 2012. 3D seismic is planned to commence in Q4, 2012.

Exploration License Legislation

Under the terms of licences, KUB-Gas may produce gas and gas condensate on the exploration fields capped by 10% of total reserves estimated and approved by the licensor, the Ministry for Environmental Protection of Ukraine, and may not exceed the cap during the exploration status. Management of KUB-Gas closely monitors the compliance with terms of the licenses. Should KUB-Gas wish to produce more, it would need to convert the exploration licenses into production licenses. The production license allows unlimited production of gas and gas condensate over the terms of the license. Management expects that KUB-Gas will be able to convert the exploration licences into production licences once this is necessary and three applications are currently submitted for approval.

Reserves and Resources

A reserve evaluation report on the properties of KUB-Gas has been filed with the Exchange as supporting documentation of the Transaction. A detailed press release including reserve estimation included in such report will be issued at a later date. At this time, the Corporation believes that an increase in production or reserves could come from the development of Olgovskoye and Makeevskoye. The Corporation also expects that the application of new field operating practices commonly used elsewhere in the world to improve overall well productivity, such as dual completions and compression of gas will be applied by KUB-Gas to the fields.

The work program for 2011-2012 will principally target a continuation of the exploitation of the Olgovskoye and Makeevskoye fields. This will involve the drilling of new wells, the completion of new zones in existing wells, dual completions, stimulation treatments using modern and technology advanced methods commonly used elsewhere in the world and the implementation of a compression strategy. To date this work program drilled five successful wells in 2011 and completed 160 kilometres of 2D and 3D seismic and four work-overs.

Exploration/Development Activity and Future Plans

The development plan is fully funded with cash on hand, expected cash flow and the European Bank for Reconstruction and Development facility for the five fields within KUB-Gas. Below is a summary of this planned activity for the fields within KUP-Gas.

Selected Financial Information

The following table sets forth certain unaudited financial information for Gastek's net 30 % working interest in KUB-Gas as at and for the six month period ended June 30, 2011.

Board of Directors and Executive Officers on Completion of the Transaction

Subject to any necessary shareholder and regulatory approvals, the board of directors and officers of the Corporation, upon the completion of the Transaction, will be as follows:

Summary Biographies of the Board of Directors and Executive Officers

The background of each of the aforementioned persons is as follows:

Robert Bensh - President, Chief Executive Officer, Director and Chairman

Mr. Bensh is the former Chairman, President and Chief Executive Officer of Condor Exploration, Inc. a private oil and gas company operating in Colombia since July of 2007. In addition to Condor Exploration, Mr. Bensh was the Executive Chairman of Northcote Energy Ltd. and its predecessor from February 2008 to January 2011. Prior to that he served as Chairman, President and Chief Executive Officer of Cardinal Resources plc and its predecessor, Carpatsky Petroleum Inc. He joined Carpatsky in 2001 as Executive Vice President and Chief Operating Officer. From May 1998 to December 2000, Mr. Bensh was Vice President Capital Markets, then Senior Vice President, Chief Financial Officer and Corporate Secretary of Bellwether Exploration Company. From 1996 to 1998 he worked at Torch Energy Advisors in various roles in finance, capital markets and acquisitions. From April 1995 to August 1996, Mr. Bensh was Director of Investor Relations and Strategic Planning for Box Energy Corp. He worked as a financial analyst for Johnson & Company in 1995 and from 1986 to 1995, he worked for the Department of Defense and the United States Department of Justice. He has served on various boards of public companies. Mr. Bensh received a degree in Political Science and Economics from Syracuse University in New York.

[jumbo66] 29/4/2011 22:03

info only,

[jumbo66] 29/4/2011 16:25

hi all, first of all,dav brent and turbo trader shame on you for the unwarented attack on xena,you invested your pennys so you should take it on the chin and move on,dont attack people for posting there veiws and thoughts,thats all i got to say on that ,so good luck to all and hope all are making a few bob regards jumbo[hd] [am] :-}

[crazy russian] 24/4/2011 12:17

thanks for the comprehensive posting Xena

as you would realise it raises more questions than it answers, but then I suppose that is to be expected.
I cant disagree with any part with one exception...

I seriously doubt that the civil servant at OR is 'poorly paid'
they mostly have glamourous titles and get paid buy attendance as opposed to any degree of success/achievment
so I would agree he is likely to be away by 3pm
for certain the last thing he will worry about is whether or not a 'bunch of gamblers' (bound to be how he sees Cardinal/Taurex shareholders) get their money back, no matter how many rules have not be adhered to.
chasing up those broken rules would almost definitely involve other civil servants who had 'missed it'

I'm still waiting on FSA to get a result (ANY RESULT) from the fraud that took place at Mayflower

but no...........!

[david brent] 23/4/2011 22:51

ROTFLMAO........... lunatic.

[crazy russian] 18/4/2011 08:52

you may be right

If she is then she won't follow up my suggestion

If she isn't then we can expect her to follow up and soon to offer the answers here!

either way we will learn something
(it wont get our money back but will clarify future postings)

[crazy russian] 11/4/2011 10:04

Xena
you ask some good questions
and questions which frankly shouldnt need to be asked because answers should have been forthcoming as a matter of duty to shareholders, within the usual periods of restricted news etc etc

why not ask the official receiver?
as you suggest they must know, and if they dont then they will need to, and should be able to find out.
of course we may not like the answers, but that in itself will shed some light on the integrity of our 'directors'
and IF and legal issues arise they will then be able to be dealt with

[xenawarriorprincess] 10/4/2011 15:43

Karlzberg,

Maybe you shouldn't be investing in shares. There is always an element of risk.

There are winners and losers, obviously one hopes that there are significantly more winners than losers. I accept that losses are hard to take sometimes but they come with the territory.

That said Cardinal/Taurex still seems to be in the hands of the Official Receiver. The company hasn't been actually dissolved yet.

Whether it can actually ever come back from the dead I'm not sure, and I'll agree that Rob Bensh was never one for giving much away - indeed his communication skills leave much to be desired.

But consider the following -

1. Around 2007 Orion and Cardinal set up a joint (50/50) drilling company OEX-1 llc to drill the Cardinal/Taurex acreage in Oklahoma. It drilled 10 wells in 2008/9 on the Cardinal Taurex territory. These produce. And in early 2011 it started drilling again in the same territory. Indeed just last week (4th April 2011) the company was filing applications in the Oklahoma courts dealing with its drilling activities -



So why is OEX-1 still operating, does Cardinal/Taurex still own 50% of it, who now owns the Cardinal/Taurex territory in Oklahoma, who is paying for the drilling and the court applications?

2. Cardinal/Taurex also owned territory in Colombia. It farmed out to companies Brownstone/Quetzal on a 50/25/25 basis in early 2010, just before the company went under. The partners drilled a successful well last year that could produce at 4,000bpd - they are almost ready to produce.



So who paid the Cardinal/Taurex share of this well, who still owns it, who will receive the Taurex/Cardinal share of the possible 4,000bpd it will produce? With WTI at $100/b netback on this is $74/b. Who gets that?

And this presentation dated 20th March 2011 (just 3 weeks ago) still refers to Taurex/Condor as owning 50% of the field. And they intend drilling another well later this year. Who is paying for that?



Have the Cardinal/Taurex assets been sold/seized or what?

So from me, loads of questions - very few, if any, answers.

Will we ever find out? - I don't know the answer to that.

All IMHO, DYOR etc.

Xena

[crazy russian] 31/3/2011 16:08

as i understand it a share doesnt actually have to be on the list in order to be allowable iro CGT loss situations

but HMRC does have to have 'looked at it'..and accepted that it is bust.(or gone)

I have some from a few years ago that I declared as losses and obtained the offset..they not on the list at the time

of course I may have been lucky...??

my problem is that I dont want to sell stock today/tomorrow which gives a profit XS of £10200 unless my CDLs are available as a 'loss'

I was hoping that someone had already had a go!!

[realcooltrader] 31/3/2011 14:42

Well, it's not on the list yet:



I'm still waiting for one that went bust back in 2008, so I wouldn't hold your breath.

[crazy russian] 31/3/2011 14:38

has anyone managed to get HMRC agreement to this 'share' as a loss/neg value/bust for CGT purposes??

[turbotrader2] 06/3/2011 22:40

he even offered me 3p a share

why did i not do it?

im sick!!

[turbotrader2] 03/3/2011 22:32

can we sue him?

[david brent] 03/3/2011 15:25

CDL

R.I.P

[falco8] 31/1/2011 07:51

What a c@ck!!!