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Southampton Ventures Inc. TSX VENTURE: SV
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Quetzal Energy Inc.
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Southampton Ventures Inc. and Quetzal Energy Inc. Announce Proposed Business Combination
TORONTO, ONTARIO--(Marketwire - Jan. 12, 2009) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
Southampton Ventures Inc. ("Southampton") (TSX VENTURE:SV) and Quetzal Energy Inc. ("Quetzal") are pleased to announce that they have entered into a non-binding letter of intent dated as of January 7, 2009 providing for the acquisition by Southampton of Quetzal, a company existing under the laws of Ontario. Quetzal is engaged, through its wholly-owned subsidiary, in the acquisition and development of Guatemalan petroleum properties. Southampton is engaged in mineral exploration. Quetzal and Southampton are arm's length parties, and there are no current non-arm's length parties of Southampton which are insiders of Quetzal or presently hold any direct or indirect beneficial interest in either Quetzal or any of its assets.
Quetzal was incorporated on May 9, 2007 and to date has acquired a 100% interest in the petroleum interests known as Licenses A7-2005 and 6-93 (collectively, the "Hydrocarbon Contracts"), subject to the rights of Petrolatina Energy PLC to (i) maintain a 20% participation interest in the three wells located in License A7-2005 area known as Atzam # 2, Tortugas 63-4 and Tortugas 63-5; and (ii) obtain a 20% participation interest in License A7-2005 and License 6-93 by paying its proportioned share of costs and expenses. The Hydrocarbon Contracts are comprised of exploration and/or development contracts collectively comprising approximately 402,717 acres located in Guatemala. License A7-2005 is a petroleum exploration contract dated as of December 14, 2005, permitting oil and gas exploration activities on an area comprised of approximately 77,717 acres known as the Tortugas and Atzam fields. The Tortugas and Atzam fields are located in the northwestern corner of the department of Alta Vera Paz, Guatemala. License 6-93 is a petroleum exploration and development contract dated as of October 15, 1993 permitting oil and gas exploration and development activities on an area comprised of approximately 325,000 acres including the areas known as the Huapac and Las Casas fields, located approximately 75 miles northeast of Guatemala City, Guatemala. For further information on the business of Quetzal, please refer to www.sedar.com. For further financial information concerning Quetzal, please refer to the annual audited financial statements of Quetzal for the period from May 9, 2007 (the date of incorporation of Quetzal) to December 31, 2007 (as included in the amended and restated prospectus of Quetzal dated October 1, 2008), and the unaudited interim financial statements of Quetzal for the nine month period ended September 30, 2008, all available on SEDAR at www.sedar.com.
In anticipation of the closing of the transaction, Southampton proposes to consolidate all of its currently issued and outstanding common shares on the basis of one new share for each two existing shares (subject to the receipt of shareholder and regulatory approval). Following the share consolidation, Southampton will acquire all of the issued and outstanding common shares of Quetzal in exchange for common shares of Southampton on a 1:1 basis. In connection with the transaction, all convertible securities of Quetzal will be exchanged for equivalent securities of Southampton which will thereafter entitle the holders to acquire securities of Southampton in lieu of securities of Quetzal based on the same terms and subject to the same conditions as the existing convertible securities of Quetzal. PowerOne Capital Markets Limited ("PowerOne") has been retained to act as an advisor in connection with the proposed transaction, in connection with which PowerOne will receive an advisory fee payable in shares consisting of such number of common shares of Southampton (on a post-consolidation basis) as is equal to 3% of the total number of common shares of Quetzal issued and outstanding immediately prior to the closing of the transaction (the "Advisory Fee").
Southampton and Quetzal shall each use their best efforts to complete a non-brokered private placement prior to the closing of the transaction, pursuant to which Quetzal shall issue up to 20,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt to raise gross proceeds of up to $5,000,000. Each Subscription Receipt will be automatically convertible in certain circumstances (including in connection with the proposed transaction with Southampton) into one unit of Quetzal (a "Unit") consisting of one common share of Quetzal and one share purchase warrant. Each such share purchase warrant will entitle the holder to acquire one additional common share of Quetzal at an exercise price of $0.30 for a period of three years following the date of listing of the common shares of Quetzal (directly or indirectly) on a stock exchange in Canada in connection with the proposed or a similar transaction, provided that if the closing price of the common shares of Quetzal on a stock exchange in Canada is higher than $0.60 per common share for a period of 20 consecutive trading days at any time after the common shares of Quetzal become listed on such stock exchange, Quetzal may accelerate the expiry date of the warrants by giving notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is given by Quetzal. Eligible registrants shall receive a cash commission equal to 8% of the gross proceeds they raise as well as broker warrants (the "Broker Warrants") entitling them to acquire such number of Units as is equal to 10% of the aggregate number of Subscription Receipts they sell in the financing, at a price of $0.25 per Unit for a period of three years.
Given the recent decline in the value of nickel and other commodity prices, Southampton believes that the current market has ascribed minimal value to its mining assets. Over the past several months, Southampton has been considering various alternatives to increase shareholder value in light of declining market conditions, and believes that the proposed transaction with Quetzal provides significant opportunity. The acquisition of interests in the oil and gas sector is expected to provide Southampton with a more diverse asset base and, as a result, greater flexibility and value, and potentially the enhanced ability to raise capital. In addition, Southampton believes that the acquisition of Quetzal in particular presents significant potential for increased shareholder value as (i) the assets of Quetzal are prospective for the generation of revenue; and (ii) an independent technical report of Oilfield Development Specialists dated February 22, 2008 has ascribed the following reserves data to Quetzal's properties in compliance with National Instrument 51-101:
Light and Medium Oil
----------------------
Gross Net
RESERVES CATEGORY (Mbbls) (Mbbls)
------------------ -------- --------
TOTAL PROVED 283 172
PROBABLE 4,075 2,588
-------- --------
TOTAL PROVED PLUS
PROBABLE 4,358 2,760
-------- --------
-------- --------
NET PRESENT VALUES (NPV) OF FUTURE NET REVENUE (FNR) (expressed in US
dollars)(1)(2)
--------------------------------------------------------------------------
BEFORE INCOME TAXES DISCOUNTED AT (%/year)
-------------------------------------------
RESERVES 0 5 10 15 20
CATEGORY (M$) (M$) (M$) (M$) (M$)
------------- -------- -------- ------- ------- -------
PROVED
Developed 473 451 430 412 395
Producing
Developed - - - - -
Non-Producing
Undeveloped 3,101 2,728 2,418 2,154 1,931
------------- -------- -------- ------- ------- -------
TOTAL PROVED 3,574 3,179 2,848 2,566 2,326
PROBABLE 61,336 46,266 35,379 27,343 21,298
------------- -------- -------- ------- ------- -------
TOTAL PROVED
PLUS PROBABLE 64,910 49,445 38,227 29,910 23,624
------------- -------- -------- ------- ------- -------
------------- -------- -------- ------- ------- -------
AFTER INCOME TAXES DISCOUNTED AT (%/year)
-------------------------------------------
RESERVES 0 5 10 15 20
CATEGORY (M$) (M$) (M$) (M$) (M$)
------------- -------- -------- ------- ------- -------
PROVED
Developed
Producing 327 311 297 284 272
Developed - - - - -
Non-Producing
Undeveloped 2,139 1,883 1,668 1,487 1,333
------------- -------- -------- ------- ------- -------
TOTAL PROVED 2,466 2,194 1,965 1,771 1,605
PROBABLE 42,322 31,923 24,411 18,867 14,695
TOTAL PROVED
PLUS PROBABLE 44,787 34,117 26,377 20,638 16,301
------------- -------- -------- ------- ------- -------
------------- -------- -------- ------- ------- -------
(1) Based upon an October 2007 price deck as provided by
MacDaniels and Associates.
(2) Estimated values disclosed do not represent fair market value.
Accordingly, following the transaction, it is anticipated that Southampton will continue to operate in the mineral exploration sector, with the additional diversity of concurrently holding and advancing Quetzal's petroleum assets, all in an effort to enhance overall shareholder value. For further details on the current mineral exploration activities of Southampton, please refer to SEDAR at www.sedar.com. For further financial information concerning Southampton, please refer to the annual audited financial statements of Southampton for the year ended December 31, 2007 as well as the unaudited interim financial statements of Southampton for the nine month period ended September 30, 2008, all available on SEDAR at www.sedar.com.
It is anticipated that immediately following the closing of the transaction with Quetzal (and assuming that the Subscription receipt financing is fully subscribed, and there are no changes to the outstanding common shares or convertible securities of either company), an aggregate of approximately 72,831,532 common shares of Southampton will be issued and outstanding, of which it is anticipated that 32,913,729 common shares will be held by former Quetzal shareholders, 18,930,392 common shares will be held by existing Southampton shareholders, 20,000,000 common shares will be held by purchasers of the Subscription Receipts, and 987,411 common shares will be issued to PowerOne in satisfaction of the Advisory Fee. Furthermore, based upon the number of convertible securities of each of Southampton and Quetzal currently outstanding, it is anticipated that a further 30,745,967 common shares of Southampton will be reserved for issuance pursuant to outstanding convertible securities (assuming that the Subscription Receipt financing is fully subscribed and inclusive of any securities issuable upon exercise of the Broker Warrants but excluding securities that expire later this month). There are currently an aggregate of 71 shareholders of Quetzal, none of which beneficially owns, directly or indirectly, or controls or directs more than 10% of the issued and outstanding common shares of Quetzal, to the knowledge of Quetzal, as of the present date. Based on the current shareholdings and present knowledge of each of Quetzal and Southampton, it is anticipated that following the closing of the transaction, no person or company will beneficially own, directly or indirectly, or control or direct more than 10% of the issued and outstanding common shares of Southampton.
Following the closing of the transaction, two nominees of Quetzal will join the five person board of directors of Southampton in place of two existing board members, such that the reconstituted board of directors will consist of Richard Patricio, Paul Gorman and Kevin O'Connor (representing the existing Southampton board of directors), and Steven J. Reynolds and Steven Austin (representing the existing Quetzal board of directors). In addition, Steven J. Reynolds, the Chief Executive Officer of Quetzal, will be appointed as Chief Executive Officer of Southampton and Michael Realini, the President of Quetzal, will be appointed as the President of Southampton. Mr. Reynolds has extensive experience in the oil and gas industry, having previously served in various capacities for 25 years with Phillips Petroleum Company, including as North American Exploitation Manager and Manager of Engineering and Development, in connection with which he managed hydrocarbon exploitation activities as well as reserve forecasting, engineering and development of new projects and ongoing reservoir engineering studies.
Mr. Realini brings both oil and gas experience as well as extensive mining experience to Southampton, having previously served as President of Petro Latina Bahamas (formerly Mexpetrol Guatemala Corp.), as well as Technical Manager of El Condor Resources (Pentagon Minerals Division) in connection with which role Mr. Realini was responsible for the development of over 1,000,000 ounces of gold and silver equivalent on the El Pato gold property. In his role as Technical Manager for El Condor Resources, Mr. Realini was also responsible for the identification and acquisition of over 16 exploration contracts for properties comprising over 300 square kilometers in the aggregate which were prospective for gold, iron, magnesium, and titanium as well as non-metallic's including coal, barite, and atapulgite. Mr. Steven Austin has over 25 years of experience in connection with the management of public and private corporations, having previously served as an officer of a number of both mineral exploration and petroleum corporations including as Chief Financial Officer of Choice Resources Corp., Westchester Resources Inc. (now White Pine Resources Inc.), and Caspian Energy Inc., and as Chairman of the Board of Blue Grouse Seismic Solutions Ltd. Mr. Austin is a designated Chartered Accountant and currently serves as the Chief Financial Officer of Sprott Resources Corporation. For further biographical details relating to Messrs. Patricio, Gorman and O'Connor, please refer to publicly available information under Southampton's SEDAR profile at www.sedar.com. This board and management composition has been structured so as to retain existing management to continue to manage Southampton's mineral resource assets, while integrating the expertise of Quetzal's executives to manage the combined company's oil and gas assets as well as add valuable mining experience to the Southampton team.
Completion of the transaction is subject to a number of conditions, including the approval of the TSX Venture Exchange, the execution of definitive documentation, the completion of satisfactory due diligence, and the requisite majority vote of shareholders of each of Quetzal and Southampton. In this regard, Quetzal and Southampton propose to hold meetings of their respective shareholders to approve the transaction and such other matters as are required by law or the TSX Venture Exchange as soon as possible. The transaction cannot close until the approval of shareholders of both Southampton and Quetzal and all required regulatory approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of both Southampton and Quetzal should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Southampton and Quetzal, including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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.
For more information, please contact
Southampton Ventures Inc.Richard Patricio
Corporate Secretary & Director
(416) 941-1071
Email: patricio@pinetreecapital.com
or
Quetzal Energy Inc.
Wayne Fraser
Chief Financial Officer
(416) 362-9096
Email: wayne@quetzalenergy.com
