Synergy Resources Corporation and Brishlin Resources Announce Merger
On September 10, 2008 Brishlin Resources, Inc. acquired approximately 89% of the outstanding shares of Synergy Resources Corporation in exchange for 8,902,500 shares of its common stock and 1,042,500 Series A warrants.
Following the acquisition of Synergy, Ed Holloway, William E. Scaff, Jr., Benjamin Barton and Rick Wilber were appointed to Brishlin’s Board of Directors. Ed Holloway, Bill Scaff, and Ben Barton are all directors of Synergy. Mr. Wilber was a former shareholder of Synergy. Brishlin’s two directors, Bill M. Conrad and Ray McElhaney will remain as directors.
Ed Holloway is the Company’s new President and Chief Executive Officer and Bill Scaff is the Company’s new Vice President, Secretary and Treasurer. Ed Holloway and Bill Scaff both have a long history of oil and gas operations in the Denver-Julesburg (D-J) Basin in northeast Colorado. Mr. Holloway is the past president of the Colorado Oil & Gas Association.
Mr. Conrad stated that, “Ed Holloway and Bill Scaff have exceptional track records in this area. We expect the Company to accomplish a great deal with two experienced and proven executives leading a publicly traded oil and gas exploration and development company.”
Synergy recently raised $2.5 million through a private placement of its common stock in preparation for lease acquisitions and a multiple well development program.
“We have aggressive plans for drilling a significant number of oil and gas wells in the D-J Basin over the next several years”, stated Mr. Holloway. “The economics for producing in the D-J Basin are very positive, and we believe it will be favorable for many years.”
In contemplation of the acquisition, the shareholders of Brishlin, at a special meeting held on September 8, 2008, approved a 10-for-1 reverse split of Brishlin’s common stock and approved a resolution to change Brishlin’s name to Synergy Resources Corporation. As a result of the reverse stock split, Brishlin had 1,038,000 outstanding shares of common stock at the time of the acquisition of Synergy.
The reverse stock split and name change will become effective on the OTC Bulletin Board on a date to be determined by the Corporate Data Operations Division of NASDAQ.
Each shareholder of Brishlin immediately prior to the acquisition of Synergy will receive one Series A warrant for each post-split share which they own in Brishlin. However, the warrants will not be issued until a registration statement covering the warrants, as well as the shares issuable upon the exercise of the warrants, has been filed and declared effective by the Securities and Exchange Commission.
Shareholders of Brishlin immediately prior to the acquisition of Synergy will be entitled to the Series A warrants when they are issued, even if they subsequently sell their shares.
The Series A warrants issued to the Synergy shareholders, and the Series A warrants to be issued to the Brishlin shareholders, have the same terms.
Each Series A Warrant will entitle the holder to purchase one share of the Company’s common stock at a price of $6.00 per share. The Series A Warrants expire on the earlier of December 31, 2012 or twenty days following written notification from the Company that its common stock had a closing bid price at or above $7.00 for any ten of twenty consecutive trading days.
Brishlin plans to acquire the remaining shares of Synergy in a separate transaction.
Synergy Resources Corporation is a development stage domestic oil and natural gas exploration and production company. Synergy’s core area of operations will be the Denver-Julseburg Basin that encompasses Colorado, Wyoming, Kansas, and Nebraska. The Wattenberg field in the D-J Basin ranks as the 7th largest field in the U.S. in terms of proved gas reserves and 9th in production. Synergy has corporate offices in Platteville, Colorado and on 17th Street in downtown Denver.
