Ranger Energy Ltd. Closes Business Combination Transaction With North Sea Energy Inc.
October 19 2011 - 5:37PM
Marketwired
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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