Testudo Oil & Gas Exploration Ltd. (TSX VENTURE:TG.P) ("Testudo") is pleased to
announce that it has entered into definitive letter agreement dated September
25, 2008 ("BEC-Griffen Asset Sale Agreement") with Batoche Energy Corp.
("Batoche"), Batoche Energy (Griffen) Corp. ("BEC-Griffen") and 14 legal
entities ("GL Beneficial Owners"). The transaction will constitute a "Qualifying
Transaction" or "QT Transaction" in accordance with TSX Venture Exchange Inc.
("Exchange") Policy 2.4 concerning Capital Pool Companies. Upon successful
completion of the Qualifying Transaction, Testudo will be a Tier 2 oil and gas
issuer. Testudo has scheduled an annual and special meeting of shareholders for
Monday October 28, 2008 to approve the Qualifying Transaction and related
matters. The transaction is a Non-Arm's Length Transaction. Upon completion of
the QT Transaction, the Corporation's initial focus will be on Bakken formation
prospects in South East Saskatchewan. It is a condition of the QT Transaction
that Testudo effect a consolidation of its common shares ("Testudo Shares") on a
3.125 old for 1 new post-consolidated common share ("Antler Creek Share(s)") and
change its name to Antler Creek Energy Corp. ("Antler Creek").
Proposed QT Transaction
Subject to the terms and conditions contained in the BEC-Griffin Asset Sale
Agreement, Testudo agreed to purchase from BEC-Griffen a 10% working interest
("Minimum WI% Acquisition") being the right to exploit the petroleum and natural
gas minerals on or under Section 13-8-11-W2M (2 miles east of Griffin,
Saskatchewan) and on or under 8 gross sections (approx 6.7 - net sections -
approx 4,300 acres -"Griffin Lands")(8 miles north of Griffin)(Sections 31, 33
and 34, Twp 9-11-W2M; Sections 3, 4, 5, 8 and 9-10-11-W2M)("BEC-Griffen Sale
Assets"). BEC-Griffen has a 20% working interest in Section 13-8-11- W2M.
Crescent Point Resources Limited Partnership owns an 80% working interest of
Section 13-8-11-W2M and is the operator. Section 13-8-11-W2M has 2 producing
Bakken formation wells which were completed in mid-March 2008 (Batoche Griffin
HZ1B4-24-4B4-13-8-11-W2M and Batoche Griffin HZ 2A1-24-3A1-13-8-11-W2M). The two
wells have cumulatively produced approximately 24,000 barrels of oil from March
18 - August 31, 2008. For July 2008 production, the sale price was approximately
$140/barrel. Royalty payments were approximately $15/barrel and operating costs
were approximately $9/barrel resulting in a field netback of approximately
$116/barrel. There are 6 development well prospects assuming 8 well per section.
The owners of the Griffin Lands are: BEC-Griffen 20% WI , Batoche 27.5% WI and
the GL Beneficial Owners 52.5 % WI subject to the rights of a farmee (see
below). The farmee has drilled and fracced a Bakken formation well (Batoche
Creelman HZ S 1B4-4-1B4-33-9-11-W2M) in August 2008. The well was swabbed for 4
days and produced water. The farmee has capped the well (and not abandon it) to
evaluate the frac results and its production options.
Under the terms of the BEC-Griffen Asset Sale Agreement, Testudo has agreed to
purchase the BEC-Griffen Sale Assets for an aggregate price of Cdn $1,200,000
plus GST. The purchase price shall be satisfied by payment of cash of $500,000
(plus GST component) and by the issuance of 700,000 post-consolidation common
shares of Antler Creek at a deemed value of $1.00 per post consolidated common
share. In addition, the BEC-Griffen Asset Sale Agreement contains a put/call
provision ("BEC-Griffen Put/Call Option") which if triggered would permit Antler
Creek to purchase an additional 10% working interest (aggregate 20%)("Maximum
WI% Acquisition") for $1,200,000 plus GST ("BEC-Griffen Option Assets"). The
consideration would be satisfied by payment of cash $500,000 (plus GST
component) plus the issuance of 700,000 Antler Creek Shares for a deemed price
of $1.00 per post-consolidation common share. The BEC-Griffen Put/Call Option
may be triggered by BEC-Griffen at any time prior to March 31, 2009. The
BEC-Griffen Put/Call Option may be exercised by Antler Creek if Antler Creek
raises at least $7,500,000 in equity prior to March 31, 2009.
Pursuant to the terms of a novation agreement dated September 25, 2008
("BEC-GLBO Trust Novation Agreement"), Batoche will hold in trust the legal
title to the interest of BEC-Griffen, Testudo and the GL Beneficial Owners until
December 31, 2009. Batoche, BEC-Griffen, the GL Beneficial Owners and Testudo
have agreed that any decisions relating to the development of the Griffin Lands,
including the sale or mortgage of the entire beneficial interest of all the
owners as a project, or farmout of the Griffin Lands on a parcel by parcel
basis, may be made by a vote of the working interest holders including Batoche,
BEC-Griffen, the GL Beneficial Owners and Testudo, totaling 66-2/3% of the
working interests holders in the Griffin Lands (on an aggregate basis) until
December 31, 2009. In addition, Batoche (as to a 20% working interest),
BEC-Griffen, the GL Beneficial Owners and Testudo have agreed to provide each
other with a right of first refusal on sale of their respective working
interests until December 31, 2009.
On July 15, 2008, Batoche and the GL Beneficial Owners have entered into a
farmout agreement with a private oil and gas producer ("Farmee") for the
development of the Griffin Lands. The Farmee has drilled, cased, and completed
(with multistage horizontal frac) one (1) mile horizontal well in the Bakken
formation under Section 33-9-11-W2M (Batoche Creelman HZ 1B4-4-1B4-33-9-11-W2M).
Assuming the QT Transaction closes, upon equipping the well and commencement of
production the Farmee will earn 100% of Batoche (as to 27.5% WI gross),
BEC-Griffen (as to 10% WI gross), the GL Beneficial Owners (as to 52.5% WI
gross) and Testudo (10% WI gross) Pre-Participation Working Interest (as defined
in the farmout agreement) in the east half of Section 33-9-11-W2M subject to
lessor royalties and a 10% overriding royalty in favour of Batoche, BEC-Griffen,
the GL Beneficial Owners and Testudo. Upon repayment of the cost of drilling,
casing, completing and equiping the well to the Farmee, Batoche, BEC-Griffen,
the GL Beneficial Owners and Testudo could elect to convert their 10% overriding
royalty into a 50% working interest (Batoche 13.75% WI net, BEC-Griffen 5% WI
net, the GL Benefical Owners 26.75% WI net and Testudo 5.0% WI net). The Farmee
would then be entitled to a rolling option to acquire a 50% working interest in
the remaining Griffin Lands. To earn a working interest in each additional half
section, the Farmee would be obliged to drill, case, complete and equip a 1 mile
horizontal well in the Bakken formation. Upon repayment of the cost of drilling,
casing, completing and equipping the option well, the Farmee would earn 100% of
Batoche's, BEC-Griffen's, the GL Beneficial Owners' and Testudo's
Pre-Participation Working Interest subject to payment of crown royalties (or
freehold royalties where applicable) and a 10% overriding royalty in favour of
Batoche, BEC-Griffen, the GL Beneficial Owners and Testudo. Upon repayment of
the costs of drilling, casing, completing and equipping the option well,
Batoche, BEC-Griffen, the GL Beneficial Owners and Testudo could convert their
overriding royalty into a 50% working interest. The agreements provide for a 3
mile Area of Mutual Interest. At 8 wells per section spacing, there would be
approximately 64 Bakken well targets to fully develop the 8 gross sections.
Sublease, farmout or joint operating agreements would have to be negotiated to
develop the full 8 sections of the Griffin Lands. If the Farmee does not elect
to participate or having elected to participate fails to advance the monies
required, then the Farmee will forfeit its rights under that particular half
section.
Private Placement - Warrants - Agent Options - Directors Options
Antler Creek proposes to close a private placement to raise between $2,500,000
("Minimum Financing") and $8,000,000 ('Maximum Financing"). Antler Creek
proposes to sell up to 4,000,000 Antler Creek Shares (with flow thorough
attributes) at $1.00 per Antler Creek Share. Antler Creek proposes to sell up to
4,000,000 Antler Creek Units at $1.00 per Unit (post-consolidation). Each Antler
Creek Unit consists of one (1) Antler Creek Share (without flow-through
attributes) and one common share purchase warrant ("Antler Creek Warrant"). Each
Antler Creek Warrant will entitle the holder to purchase 1 Antler Creek Share
(without flow through attributes) until March 31, 2010 at an exercise price of
$1.50 per Antler Creek Share. The transaction will be non-brokered. Antler Creek
will pay a finders' fee of 5% to persons who introduce qualified accredited
investors. If an agent is engaged it is anticipated that as part of the
consideration, Antler Creek would grant to the agent an option to acquire up to
10% of the Antler Creek Shares issued as part of any agency agreement, being
250,000 Antler Creek Shares in the event of a Minimum Financing and 800,000
Antler Creek Shares in the event of a Maximum Financing at an exercise price of
$1.00 exerciseable at any time up to 1 year from the date of closing of the
Financing ("Antler Creek Agent Options"). There is an existing agent option in
favour of Blackmont Capital Inc. ("Blackmont Agent Options") which would permit
Blackmont Capital Inc. to purchase 120,000 Antler Creek Shares at an exercise
price of $0.625 per Antler Creek Share at any time up until October 26, 2008.
The Antler Creek Shares issued as part of the Financing and the Antler Creek
Shares issued upon exercise of the Antler Creek Agent Options will be subject to
a four (4) month hold period from the date of closing.
Antler Creek is proposing to grant 200,000 options to directors of Antler Creek
to purchase Antler Creek Shares at $1.00 per Antler Creek Share. The options
would expire in 5 years. Each director would be issued a grant to acquire up to
40,000 Antler Creek Shares. These options would be in addition to the existing,
164,000 options (post consolidation) to acquire Antler Creek Shares at an
exercise price of $0.625 per Antler Creek Share and with an expiry of October
24, 2011.
Post-Transaction Capitalization
Because the Maximum Financing is not fully subscribed, the post Qualifying
Transaction share capital may vary depending on 3 scenarios.
Upon completion of the acquisition of the BEC-Griffen Sale Assets, BEC-Griffen
Option Assets (the Maximum WI% Acquisition) and closing of the Maximum Financing
using an agent (and providing Antler Creek Agents Options are granted), there
will be: (a) 11,048,000 Antler Creek Shares issued and outstanding; (b) warrants
to acquire 4,000,000 Antler Creek Shares; (c) Antler Creek Agents option to
acquire 800,000 Antler Creek Shares; (d) Blackmont Agent Options to acquire
120,000 Antler Creek Shares; and (e) directors options to acquire 364,800 Antler
Creek Shares; and (d) 16,332,800 Antler Creek Shares on a fully diluted basis.
Officers and directors, as a group, would: (a) own 1,844,800 issued and
outstanding Antler Creek Shares (16.69%); (b) have rights to acquire 364,800
Antler Creek Shares upon the exercise of options; or (c) would own or have a
right to acquire 2,209,600 Antler Creek Shares (13.77%) assuming all options
were exercised and assuming there were 16,332,800 Antler Creek Shares on a fully
diluted basis.
Alternatively, upon completion of the acquisition of the BEC-Griffen Sale Assets
(the Minimum WI% Acquisition) and closing of the Minimum Financing using an
agent (and providing Antler Creek Agent Options are granted), there will be: (a)
4,848,000 Antler Creek Shares issued and outstanding; (b) warrants to acquire
2,500,000 Antler Creek Shares (assuming all subscriptions are for Antler Creek
Units); (c) agents options to acquire 250,000 Antler Creek Shares; (d) Blackmont
Agent Options to acquire 120,000 Antler Creek Shares; and (e) directors options
to acquire 364,800 Antler Creek Shares; or (f) 8,382,800 Antler Creek Shares on
a fully diluted basis. Officers and directors, as a group, would: (a) own
1,144,800 issued and outstanding Antler Creek Shares (23.59%); (b) have rights
to acquire 364,800 Antler Creek Shares upon exercise of options; or (c) would
own or have rights to acquire 1,509,600 Antler Creek Shares (18.67%) assuming
all options were exercised and assuming there would be 8,082,800 Antler Creek
Shares on a fully diluted basis.
Alternatively, upon completion of the acquisition of the BEC-Griffen Sale
Assets, the BEC-Griffen Option Assets and the closing of the Minimum Financing
(assuming the sale of Antler Creek Shares with flow-through attributes) (and
providing no agents options were granted), there would be: (a) 5,548,000 Antler
Creek Shares issued and outstanding; (b) Blackmont Agent Options to acquire
120,000 Antler Creek Shares; (c) directors options to acquire 364,800 Antler
Creek Shares; and (d) 6,032,800 Antler Creek Shares on a fully diluted basis.
Mr. Leia, directly or indirectly, would own 1,444,800 Antler Creek Shares
(26.02%) and options to acquire 68,800 Antler Creek Shares. Officers and
directors, as a group, would: (a) own 1,844,800 Antler Creek Shares (33.23%);
(b) have rights to acquire 364,800 Antler Creek Shares upon exercise of options;
or (c) would own or have a right to acquire 2,209,800 Antler Creek Shares
(36.62%), assuming all options were exercised and assuming there would be
6,032,800 Antler Creek Shares on a fully diluted basis.
Arm's Length Party Transaction
The QT Transaction is a Non-Arm's Length Qualifying Transaction under the
policies of the Exchange. As a result, shareholder approval of the QT
Transactions is required on a Majority of the Minority Aprroval basis as a
condition to complete the QT Transaction.
Mr. Coolidge will become the President, CEO and a director of Antler Creek. Mr.
Coolidge owns 250,000 Testudo Shares. Mr. Coolidge owns a 5.25% working interest
in the Griffin Lands. Following the completion of the Qualifying Transaction and
the Financing (assuming that Mr. Coolidge does not participate in the
Financing), Mr. Coolidge will own or control 80,000 Antler Creek Shares and have
options to acquire 68,800 Antler Creek Shares.
Mr. Leia will be the Chief Financial Officer and a director of Antler Creek. Mr.
Leia is the sole officer and director of Batoche and BEC-Griffen. Mr. Leia owns
140,000 Testudo Shares. Mr. Leia (directly or indirectly with his wife and
children) own all of the issued and outstanding capital of Batoche and
BEC-Griffen. Batoche owns a 47.5% working interest in Griffin Lands. The
remaining 52.5% working interest in the Griffin Lands is owned by 14 persons or
entities (GL Beneficial Owners) and is held in trust by Batoche. Following the
completion of the Qualifying Transaction (acquisition of the BEC-Griffen Sale
Assets) and the Financing (assuming that Mr. Leia does not participate in the
Financing), Mr. Leia will own or control 744,800 Antler Creek Shares of the
Corporation (directly and with his wife and children). Following the completion
of the Qualifying Transaction and exercise of the BEC-Griffen Put/Call Option
(acquisition of the BEC-Griffen Sale Assets, the BEC-Griffen Option Assets and
the Batoche Sale Assets) and the Financing (assuming that Mr. Leia does not
participate in the Financing), Mr. Leia will own or control 1,444,800 Antler
Creek Shares (directly or indirectly with his wife and children ). Mr. Leia will
have options to acquire 68,800 Antler Creek Shares.
Mr. Watkins is a director of the Corporation. Mr. Watkins owns 250,000 Testudo
Shares. Mr. Watkins owns 5.25% working interest in the Griffin Lands. The
children of Mr. Watkins or entities owned or controlled by Mr. Watkins own 14%
working interest in Griffin Lands. Following the completion of the Qualifying
Transaction and the Financing (assuming that Mr. Watkins does not participate in
the Financing), Mr. Watkins will own or control 80,000 Antler Creek Shares and
have options to acquire 68,800 Antler Creek Shares.
Mr. Worobec will be a director of Antler Creek. Mr. Worobec owns 650,000 Testudo
Shares. Mr. Worobec is an officer and director of Testudo Resources Ltd. Mr.
Worobec is a shareholder of Testudo Resources Ltd. holding approximately 35%
ownership in the common shares of Testudo Resources Ltd. Testudo Resources Ltd.
has a 2.5% gross overriding royalty on specified parcels of the Griffin Lands.
Testudo Resources Ltd. is entitled to a further 1% overriding royalty on certain
parcels for production from the Red River and Winnipegosis if such wells produce
in excess of 1,000 boe/day. Following the completion of the Qualifying
Transaction and the Financing (assuming that Mr. Worobec does not participate in
the Financing), Mr. Worobec will own or control 313,500 Antler Creek Shares and
have options to acquire 105,600 Antler Creek Shares.
Mr. Parsons is a director of the Corporation. Mr. Parsons owns 100,000 Testudo
Shares. Mr. Parsons does not have an interest in Batoche, BEC-Griffen or the
Griffin Lands and as such does not have a conflict. Following the completion of
the Qualifying Transaction and the Financing (assuming that Mr. Parsons does not
participate in the Financing), Mr. Parsons will own or control 32,000 Antler
Creek Shares and have options to acquire 52,800 Antler Creek Shares.
The following table summarizes the share position of the officers and directors
of Testudo/Antler Creek before and after the QT Transaction/Financing:
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Number and Percentage of Antler Creek
Shares and Antler Creek Options upon
completion of the QT Transactions
Number and Assuming Minimum Financing
Percentage of ($2,500,000) and Acquisition of
Directors and Testudo Shares as at Minimum WI% Acquisition - 4,848,000/
Officers the date hereof 8,082,800 shares fully diluted
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Shares
Fully
Shares Options Shares % Diluted
----------------------------------------------------------------------------
Gus B. Coolidge 250,000 90,000 80,000 1.65 148,800 1.83
----------------------------------------------------------------------------
Gregory J. Leia 140,000 90,000 744,800 15.34 813,600 10.05
----------------------------------------------------------------------------
Wilbur V.Watkins 250,000 90,000 80,000 1.65 148,800 1.83
----------------------------------------------------------------------------
Ron A. Parsons 100,000 40,000 32,000 0.66 84,800 1.03
----------------------------------------------------------------------------
Joseph W. Worobec 650,000 205,000 208,000 4.29 313,600 3.87
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Total 1,390,000 515,000 1,144,800 23.59 1,509,600 18.67
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Number and Percentage of Antler Creek
Shares Upon Completion of the QT
Transactions Assuming Maximum
Number and Financing ($8,000,000) and
Percentage of Maximum WI% Acquisition -
Directors and Testudo Shares as at 11,048,000/16,332,800
Officers the date hereof shares fully diluted
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Shares
Fully
Shares Options Shares % Diluted %
----------------------------------------------------------------------------
Gus B. Coolidge 250,000 90,000 80,000 0.72 148,800 0.90
----------------------------------------------------------------------------
Gregory J. Leia 140,000 90,000 1,444,800 13.07 1,513,800 9.26
----------------------------------------------------------------------------
Wilbur V.Watkins 250,000 90,000 80,000 0.72 148,800 0.90
----------------------------------------------------------------------------
Ron A. Parsons 100,000 40,000 32,000 0.28 84,800 0.51
----------------------------------------------------------------------------
Joseph W. Worobec 650,000 205,000 208,000 1.88 313,600 1.92
----------------------------------------------------------------------------
Total 1,390,000 515,000 1,844,800 16.69 2,209,600 13.52
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The Corporation believes that the conflicts of interest that will arise in the
course of the Qualifying Transaction have been dealt with in a manner that is
generally acceptable in corporate transactions: (1) the Corporation has made
full disclosure to its shareholders of these conflicts; and (2) none of the
Testudo Shares beneficially owned by Mr. Coolidge, Mr. Leia, Mr. Watkins or Mr.
Worobec or their respective associates will be voted at the meeting called to
approve the Qualifying Transaction.
Escrow Shares
The shares issued to the offiers and directors upon the formation of the
Corporation are subject to a Seed Shareholder Escrow Agreement. The shares
issued to BEC-Griffen (up to 1,400,000 Antler Creek Shares), as part of the QT
Transaction, will be subject to an Exchange Value Escrow Agreement. The Antler
Creek Shares will be released over a 36 month period as follows: 10% upon
completion of the QT Transaction and 15% every 6 months thereafter. If the
Corporation obtains the status of a Tier 1 issuer the Antler Creek Shares will
be released over a 24 month period as follows: 25% upon completion of the QT
Transaction and 25% every 6 month thereafter.
Reserve Data
The reserves data presented in a report (the "Engineer Report") prepared by
Paddock Lindstrom & Associates Ltd. ("Paddock") (is effective as of May 31, 2008
using March 2008 production information for the 10% working interest
(BEC-Griffen Sale Assets) to be acquired from BEC-Griffen. The reserves data set
forth below ("Reserves Data") is based on an evaluation by Paddock in the
Engineer Report. The Reserves Data summarizes the crude oil, natural gas liquids
and natural gas reserves of BEC-Griffen and the net present value of the future
net reserves for the reserves using Paddock forecast pricing and constant prices
and costs. The Engineer Report has been prepared in accordance with the COGE
Handbook and the reserve definitions contained in NI 51-101.
It should not be assumed that the estimates of future net revenues presented in
the table below represent the fair market value of the reserves. There is no
assurance that the forecast prices and cost assumptions will be attained and
variances could be material. The recovery and reserve estimates of BEC-Griffen's
crude oil, natural gas liquids and natural gas reserves provided herein are
estimates only and there is no guarantee that the estimated reserves will be
recovered. Actual crude oil, natural gas and natural gas liquid reserves may be
greater than or less than the estimates provided herein.
----------------------------------------------------------------------------
BEC-Griffen Reserves Using Imperial
Measurements - 10%WI - Section 13-8-11-W2M
Forecast Pricing Net Present Value Before Tax
Based on 2 PDP wells, 2 Probable Paddock March 31, 2008
and 4 Possible Wells (8 per section) Price Deck (1)
----------------------------------------------------------------------------
Gas 0% 5% 10% 15%
Reserves Category Oil Mstb MMcf NGL $mm $mm $MM $MM
----------------------------------------------------------------------------
Gross Net Gross Gross
----------------------------------------------------------------------------
Proved Developed
Producing 14.4 13.7 -- -- 729 666 614 571
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Developed Non
Producing -- -- -- -- -- --
----------------------------------------------------------------------------
Proved
Undeveloped ----- ----- -- -- ---- ---- ---- ----
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total Proved 14.4 13.7 -- -- 729 666 614 571
----------------------------------------------------------------------------
Probable Additional
(2 well) 28.0 26.6 -- -- 936 712 567 444
----------------------------------------------------------------------------
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Total Proved and
Probable 42.2 40.3 -- -- 1,665 1,378 1,171 1,016
----------------------------------------------------------------------------
Possible (4 wells) 44.0 41.8 -- 1,326 996 765 598
----------------------------------------------------------------------------
Total Proved,
Probable and
Possible 86.4 82.1 2,991 2,374 1,936 1,614
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Note:(1) WTI Cushing $C/bbl Pricing - 2008 - $100.00/bbl; 2009 - $95.92/bbl;
2010 - $91.84/bbl; 2011 - $87.76/bbl; 2012 - $86.73/bbl; 2013 -
$86.73/bbl; 2014 - $88.47/bbl; 2015 - $90.24/bbl
The BEC-Griffen Bakken wells have been on production since mid-March. The report
assumes that the average recoverable reserves per well of 80,000-110,000 barrels
of oil. The report assumes that the well characteristics are the same for the
intial well and each developmental well. No value has been given for secondary
recovery.
Conditions of Closing
Completion of the proposed acquisition will be subject to certain conditions
including: (a) Exchange approval of the Qualifying Transaction, Financing,
consolidation and name change; (b) completion of Minimum Financing; (c)
shareholder approval; (d) no more than 5% of shareholders effect dissent rights;
and (e) acceptance by the Exchange of the purchasers under the Financing, if
required. The Exchange has not required that Testudo obtain a Sponsor.
Board of Directors
Upon completion of the proposed acquisition, Testudo does not anticipate any
change to its board of directors or management team other than that Mr. Coolidge
will become President, CEO and Chairman of the Board. The directors and officers
of Testudo currently consist of the following:
Gus B. Coolidge, President, CEO and Chariman of the Board
Mr. Coolidge, 72, of Calgary, Alberta is the President of C.B. Coolidge Inc. a
junior oil and gas producer with assets in the State of Montana. Mr Coolidge is
a Registered Professional Engineer in the Province of Alberta and the State of
Montana. He received a B.Sc. degree in Petroleum Engineering from the Montana
College of Mineral Science and Technology. Mr. Coolidge has 45 years of
technical and business experience in the oil and gas industry in the United
States and Canada. From 1973 to 2004, Mr. Coolidge as President of Coolidge
Engineering Ltd., Calgary, Alberta, served as an engineering consultant
responsible for independent economic evaluation reports for industry clients in
Canada and the United States of America.
Gregory J. Leia, CFO
Mr. Leia, 51, of Calgary, Alberta is the President of Batoche Energy Corp. and
Batoche Energy (Griffen) Corp., Batoche Energy (Heward) Corp, junior oil and gas
producers in the Province of Saskatchewan. Mr. Leia is a securities lawyer with
the firm of Wolff Leia. Wolff Leia provides legal advise to the Corporation. Mr.
Leia received a Bachelor of Commerce degree and a Bachelor of Laws from the
University of Saskatchewan. Mr. Leia has acted as counsel for companies in the
oil and gas industry.
Wilbur V. Watkins
Mr. Watkins, 81, of Missoula, Montana has been part owner and manager of beer
and wine distributors in Montana and Idaho through different legal entities.
Ronald A. Parsons
Mr. Parsons, 69, of Calgary, Alberta is the President of Parsons Oilfield
Services & Supply Inc. Mr. Parsons has 40 years of experience in the oil and gas
industry. Mr. Parsons was a former director of Tanqueray Resources Ltd. and
Corker Resources Ltd.
Joseph W. Worobec
Mr. Worobec, 84, of Calgary, Alberta is the President of Testudo Resources Ltd.
Mr. Worobec is a Registered Professional Geologist in the Province of Alberta.
Mr. Worobec received his B.Sc. degree in Geology from the University of Alberta.
Mr. Worobec has 55 years experience in the oil and gas industry, principally in
the western Canadian sedimentary basin. From 1978, Mr. Worobec has had various
positions with public companies in the oil and gas industry, including, Strand
Oil & Gas Ltd., Sorrell Resources Ltd., Focal Resources Limited., Faro Petroleum
Ltd., Montauk Resource Corporation and Ascot Energy Resources Ltd. Mr. Worobec
is a shareholder, director and officer of Testudo Resources Ltd., a private
corporation which has a GOR on certain parcels of the Griffin Lands.
Statements in this press release regarding the Company's business which are not
historical facts are "forward-looking statements" that involve risks and
uncertainties, such as terms and completion of the proposed transaction. Since
forward-looking statements address future events and conditions, by their very
nature, they involve inherent risks and uncertainties. Actual results in each
case could differ materially from those currently anticipated in such
statements.
ON BEHALF OF THE BOARD
TESTUDO OIL & GAS EXPLORATION LTD.
Joseph W. Worobec, President
Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
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 or filing statement to be prepared in connection with the transaction,
any information released or received with respect to this transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.
ADVISORY: Certain information in this press release constitutes forward-looking
statements under applicable securities law. Any statements that are contained in
this press release that are not statements of historical fact may be deemed to
be forward-looking statements. Forward-looking statements are often identified
by terms such as "may", "should", "anticipate", "expects" and similar
expressions. Forward-looking statements in this press release include, but are
not limited to, statements with respect to the closing or completion of the
Qualifying Transaction. Forward-looking statements necessarily involve known and
unknown risks, including, without limitation, risks associated with oil and gas
production, marketing and transportation; loss of markets; volatility of
commodity prices; currency and interest rate fluctuations; imprecision of
reserve estimates; environmental risks; competition; incorrect assessment of the
value of acquisitions; failure to realize the anticipated benefits of
acquisitions; inability to access sufficient capital from internal and external
sources; changes in legislation, including but not limited to income tax,
environmental laws and regulatory matters. Readers are cautioned that the
foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on forward-looking statements
as there can be no assurance that the plans, intentions or expectations upon
which they are placed will occur. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified by this
cautionary statement.
The forward-looking statements contained in this news release are made as of the
date of this news release, and Testudo does not undertake any obligation to
update publicly or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise, except as
expressly required by securities law.