Guardian Announces Letter Of Intent for sale of K2 America
June 24 2013 - 5:01PM
Access Wire
Calgary, Alberta
(June 24, 2013): Guardian Exploration ("Corporation") (TSXV: GX) wishes to announce the signing of a binding letter of
intent for the sale of all the issued and outstanding shares of K2
America Corp., the Corporation's US subsidiary, to Graydon
Kowal, President and CEO of the Corporation.
The transaction is subject to shareholder and regulatory approval.
The Corporation will ask shareholders to vote in favour of the
transaction at the Annual and Special Shareholder Meeting to be
held on July 16, 2013.
K2 America Corp.
("K2 America") is a wholly
owned US subsidiary of the Corporation that was acquired through
the 2006 amalgamation with Resilient Resources Ltd. K2 America's
producing oil wells are all located on the Blackfeet Tribe
Reservation near the town of Cut Bank, MT. The average daily
production in 2012 for K2 America was 31 barrels of oil. As part of
this transaction, the Corporation retained the services of a third
party reserve engineering firm located in Billings, MT to conduct a
reserve evaluation of K2 America's properties. The report concluded
the 15% discounted Net Present Value of K2 America's proved
developed producing wells is $1,281,113, before any liabilities of
K2 America are taken into consideration.
In March 2012, K2
America entered into a settlement agreement with the Office of
Natural Resource Revenue ("ONRR") and the Blackfeet
Tribe, whereby it committed itself to drilling one well on a
Blackfeet Tribe lease 180 days upon receiving an approved drill
permit, which has been determined to be July 10, 2013.
Failure to drill the well by the aforementioned date
will result in paying a penalty amount of $371,931 and surrendering
all of its Blackfeet Tribe leases. Neither the Corporation nor K2
America have the required funds to fulfill this obligation and have
not found sufficient interest from the industry to secure a
partner.
Given this current
difficult position, the board of directors believes it is in the
best interest of the Corporation to sell K2 America to Mr. Kowal.
Along with the foregoing liability, the sale will transfer a
$1,000,000 liability associated with an expired farm in agreement
to the purchaser, as the agreement was in K2 America's name. In
assessing the transaction, the independent directors and Mr. Kowal
have agreed to assign a 25% discount to this liability. Another
$360,000 of liability will be removed from Guardian's balance sheet
related to royalties owing by Guardian to various parties. After
taking into account all assets and assumed liabilities associated
with K2 America the independent directors of the Corporation, in
negotiation with Graydon Kowal, have determined to sell the shares
of K2 America for the net amount of $223,845. If Mr. Kowal did not personally provide the funds to drill the
commitment well, Guardian would be forced to pay the aforementioned
fine and surrender its leases to the Blackfeet Tribe.
The independent directors have determined that the
sale does represent a sale of all or substantially all of the
Corporation's assets therefore Shareholders have the right to
dissent pursuant to section 191 of the Business Corporations Act (Alberta).
If the sale of K2
America is approved, the Corporation intends to use the proceeds
from the sale to pay outstanding shareholder loans and debt
obligations to related companies. A cleaner
balance sheet will give Guardian greater options in terms of
possible future mergers, asset acquisitions, and/or
recapitalization efforts.
The sale is a related
party transaction subject to MI 61-101 Protection Of Minority Security Holders In
Special Transactions which is incorporated by
reference into TSX Venture Exchange Policy
5.9. The policy requires that the related
party transaction be subject to approval by an ordinary resolution
of a majority of the minority shareholders who vote at the Meeting.
Accordingly, any shares held by Graydon Kowal, and his respective
associates, affiliates, and joint actors, will be excluded from the
calculation of shareholder approval.
Guardian is a Calgary-based
corporation engaged in the acquisition, exploration and development
of resource properties. Common shares of the company trade on the
TSX Venture Exchange under the trading symbol "GX".
For further information,
contact:
Graydon Kowal
President and CEO
(403) 269-5870
Neither 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.
Investors are
cautioned that this news release contains forward looking
information. Such information is subject to known and unknown
risks, uncertainties and other factors that could influence actual
results or events and cause actual results or events to differ
materially from those stated, anticipated or implied in the
forward-looking information. Readers are cautioned not to place
undue reliance on forward-looking information, as no assurances can
be given as to future results, levels of activity or
achievements.
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