Pegasus Oil & Gas Inc. (formerly NDT Energy Ltd.) announces completion of reorganizationadmin
Pegasus Oil & Gas Inc. (formerly NDT Energy Ltd.) (“Pegasus” or the “Company”) announced today that the previously announced Reorganization of the Company by way of a Plan of Arrangement (the “Arrangement”) became effective on June 23, 2006.
Pursuant to the Reorganization, former holders of common shares of NDT Energy Inc. (“NDT”) received, for each outstanding common share of NDT held by them, 0.0174256 of a Class A Share. NDT has also changed its name to “Pegasus Oil & Gas Inc.” Letters of Transmittal have been sent to former holders of common shares of NDT in order to exchange their shares for the newly created Class A Shares of Pegasus Oil & Gas Inc.
Further to NDT’s press release issued June 20, 2006 the Series U Subscription Receipts of the Company have been automatically converted under the Arrangement into Class A Shares of Pegasus on the basis of 400 Class A Shares and 92 Class B Shares for each Series U Subscription Receipt formerly held, all of which shares have been issued on a “flow-through” basis. The previously completed offering of Series U Subscription Receipts was led by FirstEnergy Capital Corp., with a syndicate including Canaccord Capital Corporation and GMP Securities L.P. resulting in aggregate gross proceeds to the Company of $11 million.
Pegasus is also pleased to announce today that it has closed its previously announced non-brokered private placement of 5,350,000 Class A Shares to the new directors, officers, employees and certain of their associates and affiliates for additional aggregate gross proceeds to Pegasus of $1,070,000. The Class A Shares issued to directors, senior officers and other insiders of the Company pursuant to this private placement have been deposited in escrow and are releasable as to 25% upon final acceptance of the Arrangement and related matters by the TSX Venture Exchange (the “TSXV”), and 25% thereafter on each of the 6, 12 and 18 month anniversaries of such acceptance.
Pegasus is also pleased to announce that it has closed on its previously announced agreement with an intermediate size public oil and gas trust (the “Trust”) pursuant to which: (a) Pegasus acquired certain oil and gas assets, including production of approximately 130 boe/d, from the Trust for the combined consideration of 1,840,000 Class A Shares of Pegasus and a non- interest bearing promissory note in the principal amount of $1,415,088; (b) Pegasus has entered into farmout and option agreements with the Trust in certain areas of Central Alberta and the Peace River Arch area pursuant to which it will be obligated to drill 12 test wells prior to December 31, 2006; and (c) Pegasus has acquired the right to review seismic data owned by the Trust in respect to certain lands in Central Alberta and the Peace River Arch area and has the option to farm-in on such lands.
After giving effect to the Arrangement, the brokered and non brokered private placements and the property acquisition, Pegasus has 11,990,000 Class A Shares and 1,012,000 Class B Shares outstanding.
Pegasus has current estimated production of 750 mcf/d of natural gas and 5 bbls/d of oil and liquids, access to approximately 45,000 net undeveloped acres from the Trust farmout and option agreements and has estimated tax pools of approximately $16 million.
Upon issuance of a Bulletin of the TSXV confirming receipt by the TSXV of all necessary documents in connection with the closing of the Arrangement and related transactions, the Class A Shares and Class B Shares of Pegasus are expected to begin trading on the TSXV under the trading symbols “POG.A” and “POG.B”, respectively in late June, 2006.
In connection with the Reorganization, the board of directors and the officers of Pegasus have been reconstituted. The following are brief descriptions of the members of the board and new management team:
Patrick Mills, President and Chief Executive Officer and Director
Mr. Mills is a petroleum engineer with more than 19 years oil and gas experience. His extensive background covers all facets of petroleum engineering, reservoir and production operations in the Western Canadian Sedimentary Basin. Mr. Mills’ career has included being a reservoir/exploitation engineer with Texaco Canada Inc., followed by a focus on acquisitions, reserves evaluation, exploitation and production for Texaco Exploration Inc., Startech Energy Inc. and ARC Resources Ltd. Mr. Mills was Vice President, Engineering and Operations at Mustang Resources Inc. prior to its amalgamation into Thunder Energy Trust.
Kevin Angus, Executive Vice-President and Director
Mr. Angus is a Professional Geophysicist with 23 years of exploration experience in broad areas of Western Canada. Mr. Angus was at Husky Oil Operations Ltd. for ten years where he worked on both Western Canadian and international exploration projects and spent two years as an economic/financial analyst. Thereafter he formed and managed the geophysical departments at three junior oil and gas companies that concentrated their efforts in the Western Canada. Mr. Angus spent five years as President of KD Angus & Associates Ltd., a private company providing exploration consulting services. Most recently Mr. Angus was Vice President, Exploration at Mustang Resources Inc.
Darcy Anderson, Chief Financial Officer
Mr. Anderson has 20 years of experience in the oil and gas industry. Mr. Anderson is a Chartered Accountant who articled with Collins Barrow, Chartered Accountants. Mr. Anderson was the Controller of junior oil and gas companies Truax Resources Corporation and Calex Resources Ltd. Mr. Anderson was the Chief Financial Officer for Independent Energy Inc., Barrington Petroleum Ltd. and Sunoma Energy Corp where he was involved in numerous corporate acquisitions and financings. Most recently he was the Chief Financial Officer of Mustang Resources Inc.
Darren Steffes, Vice-President, Exploration
Mr. Steffes is a Professional Geologist and has over 18 years of experience in the oil and gas industry. Mr. Steffes began his career with PanCanadian Petroleum Ltd. (Encana) as a development Geologist. Mr. Steffes became a founding shareholder and Exploration Manager for Post Energy Corporation and thereafter became President of Haldane Resources Corporation, a private consulting and investment firm that focused on oil and gas related investment and consulting services in Western Canada. Mr. Steffes has served as a consultant to several companies including Cypress Energy Inc.and Omax Resources Limited. Mr. Steffes was most recently Chief Geologist at Mustang Resources Inc.
John Manson, Vice-President, Engineering and Operations
Mr. Manson is a professional engineer with over 19 years experience in the oil and gas industry. His background includes facilities engineering, production operations, drilling and completions, exploitation, reservoir engineering and acquisitions in the Western Canadian Sedimentary Basin. Mr. Manson started his career with Texaco/Esso in various positions both in Calgary and in the field at Drayton Valley. After 12 years with Texaco/Esso, Mr. Manson continued his career with junior oil & gas companies including Sunoma/Barrington, Startech, ARC, and Purcell prior to joining Mustang Resources Inc. as the Manager of Engineering and Operations.
Troy Smith, Vice-President, Land
Mr. Smith is a Professional Landman (P. Land), is a member of the Canadian Association of Petroleum Landmen and has over 15 years of experience in the oil and gas industry. Mr. Smith started his career with positions at Fletcher Challenge, Wascana and Chevron. Thereafter Mr. Smith became Land Manager of Avalanche Energy. Mr. Smith was then a founder and Vice President, Land with Ice Energy Limited. Most recently, Mr. Smith was Vice President, Land and Co-founder with Dunvegan Energy Limited, a private oil and gas company.
James Pasieka, Director and Chairman
Mr. Pasieka has been a partner with the Calgary office of Heenan Blaikie LLP since 2001. He has extensive experience on six continents in structuring and negotiating transactions for capital projects, join ventures, corporate financings, mergers, acquisitions and divestitures. Mr. Pasieka is an officer and director of a number of public energy companies, as well as chairman of the board of several oil and gas companies. He is a former member of the Conference Board of Canada, (Council of Senior Legal Executives) and the General Counsel Association of Alberta. He was also on the board of the Canadian Petroleum Law Foundation for several years. From January, 2000 to September, 2001, Mr. Pasika served as Vice President, Corporate Development – Venture Capital with Cavendish Investing Ltd., a private investment company.
Claudio Ghersinich, Director
Mr. Ghersinich’s entire 25 year business career has been in the oil & natural gas industry with extensive experience in identifying, acquiring and exploiting oil and natural gas properties. Currently, he is Executive Director of Carrera Investments Corp. and a Director of Vermilion Energy Trust of which he was a co-founder. He was also the co-founder of Vista Nuova Inc., a private company that amalgamated with another company to form Vermilion Resources Ltd. Mr. Ghersinich also serves on the Board of Directors of Verenex Energy Inc. and Bulldog Resources Inc.
Vince Chahley, Director
From June, 2002 to June, 2005, Mr. Chahley was Managing Director at Tristone Capital Inc. Prior thereto, Mr. Chahley was a partner at Kern Partners Ltd. from June, 2000 to March, 2002. From September, 1996 to April, 2000, Mr. Chahley served as Managing Director at RBC Dominion Securities.
Dale Mennis, Director
Mr. Mennis is a member of the Canadian Association of Petroleum Landmen and has over 25 years experience in the oil and gas industry. Mr. Mennis has worked in various management positions in a number of successful small and medium sized public oil and gas companies. Mr. Mennis was Vice-President and manager of several business units for Encal Energy Ltd. and the Vice- President, Exploration and Development for Calpine Canada. Mr. Mennis currently serves as the Vice-President, Business Development of Daylight Energy Trust.
Fred G. Hewett, Director
Mr. Hewett is a Professional Engineer. From 1973 to 1981 he worked for Cassiar Asbestos Corp. as Mine Geologist and Chief Engineer. Since 1981, Mr. Hewett has been involved as a director and/or officer of a number of public resource companies including International Northair Mines Ltd., Tenajon Resources Corp., and Troon Ventures Ltd. Mr. Hewett was the President and a director of NDT prior to the NDT Ventures Arrangement and has served as the President and a director of New Dimension Resources Ltd. since the NDT Ventures Agreement.
Forward-looking statements – this news release may contain forward- looking statements about Pegasus’ business based on the current expectations of management. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuation, timing of regulatory approvals and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Actual results achieved will vary from the information provided and the variations may be material. There is no representation by Pegasus that actual results achieved will be the same in whole or in part as those indicated in the forward-looking statements. The reader is cautioned not to place undue reliance on this forward-looking information.
Note: Boe means barrel of oil equivalent on the basis of 1 boe to 6,000 cubic feet of natural gas. Boe’s may be misleading, particularly if used in isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural gas is based on an energy equivalency conversion method primarily applicable at the burner
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information
Patrick Mills, President and Chief Executive Officer, (403) 521-6307
Darcy Anderson, Chief Financial Officer, (403) 521-6302
Source: Pegasus Oil & Gas Inc.