Probe Resources Ltd. announces completion of proposed transaction with Rooster Probe GOM Oil & Gas Ltd.
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CALGARY, May 1, 2012 /CNW/ - Probe Resources Ltd. ("Probe") (NEX:PBR.H) - Probe and Rooster Probe GOM Oil & Gas Ltd. ("Rooster GOM") are pleased to announce further to the news release of April 23, 2012 the successful completion of their previously announced merger (the "Transaction").
Prior to the completion of the Transaction, Probe: (i) consolidated its common shares on a 250 to 1 basis, and (ii) amended its articles to authorize the creation of a new class of proportionate voting shares.
Also prior to the completion of the Transaction, Rooster GOM completed a private placement of 34,543,400 subscription receipts at a price of $0.60 each for gross aggregate proceeds of $20,726,040. K2 Principal Fund L.P. ("K2") and Chester F. Morrison, Jr., both non-arm's length parties with respect to the Transaction, purchased 8,340,000 and 8,333,000 subscription receipts under the offering, respectively, for aggregate consideration from such subscribers in excess of $10,000,000. The agents with respect to the offering received a commission equal to 3.2% of the gross proceeds of the offering. Each of the subscription receipts of Rooster GOM issued pursuant to the private placement was exchanged for one common share of Rooster GOM for no additional consideration prior to the completion of the Transaction.
Pursuant to the Transaction, Probe acquired all of the common shares of Rooster GOM in exchange for 26,210,400 post-consolidation common shares and 8,333 proportionate voting shares of Probe.
Immediately following the Transaction, Probe and Rooster GOM amalgamated and the amalgamated corporation exercised its option to acquire all of the membership interests of Rooster Energy, LLC from Rooster Resources, LLC ("Rooster Resources") in exchange for 56,738 proportionate voting shares.
The amalgamated corporation has been named Rooster Energy Ltd. ("Rooster"). Following the completion of all of the steps described above, Rooster has 40,394,823 common shares and 65,071 proportionate voting shares outstanding. A maximum of 8,078,964 common shares are reserved for future issuance pursuant to Rooster's option plan. Subject to the receipt of final approval from the TSXV, the common shares will be listed for trading on the TSXV under the symbol "COQ".
Rooster's board of directors consists of Chester F. Morrison, Jr. (Chairman), Robert P. Murphy, Paul Crilly, Richard Buski and Steven Weyel. Rooster's officers consist of Robert P. Murphy as Chief Executive Officer, James Shockney as Chief Financial Officer, Kenneth F. Tamplain, Jr. as Senior Vice-President, General Counsel and Secretary and Tod Darcey as Senior Vice-President, Operations.
Robert P. Murphy said, "We would like to thank all of the existing and new shareholders for their support of Rooster Energy Ltd. Our goal is to continue to build shareholder value through the drill bit and selective oil and gas property acquisitions. On behalf of the management and board of directors of the new company, I welcome all of you and look forward to "Growing the Rooster"."
Registered holders of Probe common shares prior to the Transaction will need to submit the certificate for their shares, as well as a completed and executed letter of transmittal, to Rooster's transfer agent, Computershare Trust Company of Canada, in order to obtain certificates for post-consolidated common shares of Rooster. Letters of transmittal were previously mailed to the shareholders and additional copies can be obtained from Computershare Trust Company of Canada by phoning toll free to 1-800-564-6253 or by emailing [email protected].
No fractional post-consolidation common shares will be issued and no cash in lieu of a fractional share will be paid. Fractional common shares will be cancelled if less than one-half of a share or rounded up to a whole share if equal or greater to one-half of a share.
Rooster Energy LLC has confirmed, the confirmation having been authorized by resolution of the sole manager (Chester F. Morrison) of its sole member, Rooster Resources, LLC, that in the financial period from September 30, 2011 to December 31, 2011 there has not been any material adverse change in the business, operations, financial condition or affairs of Rooster Energy, LLC.
In the interests of the minority shareholders of Probe, K2 has agreed to make available for purchase by any shareholder of Probe on the date of the completion of the Transaction that did not provide a written consent to the Transaction (a "Minority Shareholder") a proportionate number of the 8,340,000 common shares of Rooster it acquired pursuant to subscription receipts purchased by it pursuant to the Rooster GOM private placement. A Minority Shareholder shall be entitled to purchase from K2 a percentage of the 8,340,000 common shares of Rooster equivalent to the percentage of the total outstanding common shares of Probe that the Minority Shareholder held at the time of the completion of the Transaction. The purchase price shall be $0.60 per common share, being the price paid by K2 pursuant to the Rooster GOM private placement. Completion of any such purchase will be conditional upon: (i) the Minority Shareholder delivering written notice of its intention to complete such purchase, together with evidence that it was a shareholder of Probe on the date of the completion of the Transaction and a cheque for the aggregate purchase price, within 30 days of the date hereof (the "Expiry Date") to K2 Principal Fund, 444 Adelaide St. West, Suite 200, Toronto, ON, M5V 1S7, and (ii) compliance with all applicable securities laws, including the availability of any required prospectus and registration exemptions. Any of the 8,340,000 common shares of Rooster not purchased by Minority Shareholders by 5:00 p.m. (Toronto time) on the Expiry Date will be retained by K2.
Following the completion of the Transaction, K2 holds 20,723,004 common shares of Rooster representing approximately 51.3% of the common shares of Rooster currently outstanding (or approximately 19.6% upon the conversion of all of the proportionate voting shares). K2 holds the common shares of Rooster for investment purposes and may acquire or dispose of common shares as circumstances or market conditions warrant. An early warning report respecting this transaction will be electronically filed by K2 with the Securities Commissions in British Columbia and Alberta and will be available for viewing at www.sedar.com. A copy of the report can be obtained by contacting K2.
In connection with the Transaction, Chester F. Morrison, Jr. directly acquired 8,333 proportionate shares of Rooster. In addition, Mr. Morrison indirectly acquired control or direction over a further 56,738 proportionate voting shares of Rooster acquired by Rooster Resources. In the aggregate, Mr. Morrison acquired, directly or indirectly, or acquired control or direction over, 65,071 proportionate voting shares of Rooster representing all of the proportionate voting shares currently outstanding (or approximately 61.7% of the common shares assuming the conversion of all of the proportionate voting shares). Chester F. Morrison, Jr. holds the proportionate voting shares of Rooster for investment purposes and may acquire or dispose of proportionate voting shares as circumstances or market conditions warrant. An early warning report respecting this transaction will be electronically filed by Chester F. Morrison, Jr. with the Securities Commissions in British Columbia and Alberta and will be available for viewing at www.sedar.com. A copy of the report can be obtained by contacting Rooster.
United States Securities Matters
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of Rooster have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ROOSTER ENERGY LTD.
Robert Murphy
Chief Executive Officer
16285 Park Ten Place
Suite 100
Houston, Texas USA 77084
Telephone: (832) 772-6313
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