Filed
by Delta Oil & Gas, Inc. pursuant to Rule 425 under the Securities Act of
1933.
Subject
Company: The Stallion Group (No. 0-51605)
Delta
Oil & Gas files Form S-4 in anticipation of offer to acquire at least 80% of
the shares of The Stallion Group on a fully-diluted basis
(OTCBB:SLGR)
|
DELTA
OIL & GAS INC.
|
OTCBB:
DOIG
|
October
7, 2008
|
Delta Oil
and Gas, Inc. (OTC:BB – DOIG) is pleased to announce that it has filed a Form
S-4 with the Securities and Exchange Commission in order to register 27,168,832
of its common shares which will form part of the consideration being offered to
shareholders of The Stallion Group (“Stallion”) in a proposed offer to acquire
at least 80% of the shares of Stallion on a fully-diluted
basis. Subject to the terms and conditions of the offer as contained
in the Form S-4, it is anticipated that the consideration for each Stallion
common share tendered in the offer and accepted would be 0.333 of a share of
Delta common stock, and cash in the amount of $0.0008.
The Form
S-4 filing is an extensive document containing information regarding the
rationale for this decision, the process for acquiring the Stallion stock, the
risks involved, current and pro-forma financial statements, and details of
Stallion’s current operations. This Form S-4 filing is the first step
in the process of acquiring at least 80% of the shares of Stallion on a
fully-diluted basis and is subject to SEC review and clearance prior to
proceeding.
The
Stallion Group (OTCBB: SLGR) is an advanced oil and gas exploration and emerging
early stage development company focused on its Mississippi, Louisiana and
California exploration areas in the United States. Stallion has developed a
foundational strategy which includes extensive analysis of all drilling
opportunities. Once the analysis phases are complete, Stallion can
and does move very quickly to drill and establish reserve and production values.
Stallion’s management is tasked with the requirement to manage exploration and
development risk by participating only with mature oil and gas operators on our
AMI lands (Area of Mutual Interest). Stallion has interests in common
with Delta in Mississippi, Phase II and prospects in the Sacramento Valley,
California, including one producing natural gas well and the right to
participate in future wells at that location. For more information
about Stallion, it maintains a website located at
www.thestalliongroup.com.
Delta
sees many synergies between itself and Stallion and with a view to accelerating
growth in Delta, while maintaining its relatively small overhead, it sees
Stallion as an excellent company to be combined with Delta.
Additional
Information and Where to Find It
In
connection with this proposed transaction, Delta will also file with the U.S.
Securities and Exchange Commission (SEC) a statement on Schedule TO.
Stallion shareholders are strongly
encouraged to read the registration statement and any other relevant documents
filed with the SEC, as well as any amendments and supplements to those
documents, because they will contain important information about the proposed
transaction.
The final prospectus will be mailed to shareholders of
Stallion. Investors and security holders will be able to obtain free copies of
the registration statement as well as other filed documents containing
information about the proposed transaction, without charge, at the SEC’s web
site (
www.sec.gov
).
Neither Delta nor any of their respective directors or executive officers makes
any recommendation as to whether you should participate in the proposed
transaction.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
Such an offer may be made solely by a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended. Accordingly, the
offer for the outstanding shares of Stallion common stock pursuant to the
proposed transaction described in this communication has not commenced. At the
time that the proposed transaction is commenced, Delta will file a statement on
Schedule TO with the SEC. The distribution of this communication may, in
some countries, be restricted by law or regulation. Accordingly, persons who
come into possession of this document should inform themselves of and observe
these restrictions.
About
Delta Oil and Gas
Delta Oil
and Gas is an exploration company focused on developing North American oil and
natural gas reserves. The Company's current focus is on the exploration of its
land portfolio comprised of working interests in the following
prospects: the Mississippi prospects, the horizontal drilling
prospect in Saskatchewan, the 2006-03 Prospect at Garvin and Murray Counties,
Oklahoma and the 2007-01 Prospect in Garvin County, Oklahoma. Delta
Oil & Gas is seeking to expand its portfolio to include additional interests
in Canada and the USA.
On behalf
of the Board of Directors,
/s/
DOUGLAS N.
BOLEN
DOUGLAS
N. BOLEN, CEO
Contact Info:
Greg Werbowski – 1.866.355.3644 –
IR@deltaoilandgas.com
www.deltaoilandgas.com
Safe
Harbor Statement
This news
release includes statements about expected future events and/or results that are
forward-looking in nature and subject to risks and uncertainties.
Forward-looking statements in this release include, but are not limited to time
frames, expectations for completion; the analysis of results and the intention
to drill. Actual outcomes and the Company's results could differ materially from
those in such forward-looking statements. Factors that could cause results to
differ materially include general factors that affect all companies that explore
for oil and gas, such as the uncertainty of the requirements demanded by
environmental agencies, the fact that oil and gas extraction and production is
risky, the potential that no commercial quantities of gas are found or
recoverable, the price of oil and gas, geological problems that prevent us from
reaching drilling targets and specific risks such as the Company's ability to
raise financing.