Aspenleaf Energy Ltd, a portfolio company of Canadian private equity firm ARC Financial Corp and Ontario Teachers’ Pension Plan, has proposed to acquire and recapitalize Calgary’s Arcan Resources Ltd (TSX-V: ARN). Under the plan, Arcan’s investors will exchange each Arcan share for one common share and 0.1 of a common share purchase warrant in Miura Energy Ltd. Miura will own 12.5 percent of the interest held by Arcan in its oil and gas properties in Alberta’s Swan Hills region. The refunding of Arcan’s debt will include a payment to holders of Arcan’s convertible debentures of $141.3 million, plus interest. Arcan’s board of directors have recommended the deal to investors, who will vote on it on Aug. 20.
Arcan Files Information Circular Detailing Plan of Arrangement & Formation of New Swan Hills Light Oil Company
Transaction offers cash for debentureholders at a significant premium to recent trading prices and offers shareholders and debentureholders upside exposure to a rejuvenated light oil growth company in newly-formed Miura Energy
CALGARY, ALBERTA–(Marketwired – July 24, 2014) – Arcan Resources Ltd. (“Arcan” or the “Corporation”) (TSX VENTURE:ARN) is today mailing the information circular (“Information Circular”) and accompanying meeting materials detailing the previously announced plan of arrangement (the “Arrangement”) involving the recapitalization and acquisition of Arcan by privately owned Aspenleaf Energy Limited (“Aspenleaf”). These documents are also filed under Arcan’s profile on SEDAR www.sedar.com and posted on Arcan’s website www.arcanres.com for review by securityholders.
Under the Arrangement, Arcan’s shareholders will exchange each Arcan share for one common share and 0.1 of a common share purchase warrant (“Miura Warrant”) in a new company, Miura Energy Ltd. (“Miura”). Miura will become an independent company that will own 12.5 percent of the interest held by Arcan in its oil and gas properties in the Swan Hills area of Alberta. Each whole Miura Warrant will be exercisable for one common share of Miura at an exercise price of $0.43 for a period of 9 months following completion of the Arrangement. The Arrangement also provides that Aspenleaf will fund the recapitalization of Arcan’s debt, which will include a payment to holders of all of Arcan’s outstanding convertible debentures of an aggregate of $141.3 million, plus outstanding interest, after which the debentures will be cancelled. Debentureholders will receive, for each $1,000 principal amount outstanding, $825.11 as well as 100 Miura Warrants. Arcan expects that Miura will be a financially viable entity that provides securityholders with the opportunity to participate in Swan Hills oil production growth and exploration. Securityholders are being asked to vote on the Arrangement at a meeting scheduled for August 20, 2014. Details regarding the securityholders’ meeting and Miura’s proposed business are set forth in the Information Circular filed today.
“This Arrangement will restructure the economic foundation of Arcan. By repairing Arcan’s balance sheet and allowing for the investment of new capital, the transaction removes the existing constraints on Arcan and permits the recapitalized entity to accelerate the development of the assets and realize their full potential. Our investors will have the opportunity to share in the potential growth and value creation through ownership in Miura,” said Terry McCoy, Arcan’s Chief Executive Officer.
“For the past two years, we have successfully put Arcan’s operations back onto solid footing through cost reductions, asset sales, improved drilling results, increased production and stronger financial netbacks. Despite these gains, Arcan has been severely constrained by the cost of debt servicing and looming deadlines to repay its large debts. The Arrangement is an essential step that we need to take as we believe Arcan, as presently structured, cannot realize its full potential without significant access to new capital. Therefore, after a comprehensive review of its restructuring options, and the negotiation of the Arrangement with Aspenleaf, the Board of Directors has recommended that shareholders and debentureholders vote in favour of this transaction, which offers numerous financial benefits and a promising future for investors,” McCoy said.
Aspenleaf is led and run by five highly accomplished oil and gas professionals who have more than 100 years of collective experience developing Western Canadian oil and gas properties into sustainable and profitable businesses. Aspenleaf is backed financially by ARC Financial Corp. and the Ontario Teachers’ Pension Plan – institutions with a strong track record of successful oil and gas investment.
“Aspenleaf believes in the long-term potential of Arcan’s Swan Hills assets and the potential for growth through the continuous improvement that is evident in the recent operating achievements of Arcan’s team – staff that we plan to retain. Aspenleaf has access to capital that will solve Arcan’s debt problem, and new funds to fully develop and grow the Swan Hills assets in an ambitious and efficient manner. When we combine the assets, the capital and the people, the renewed Arcan and our Swan Hills partner Miura will have the essential attributes necessary to deliver long-term investor returns,” said Bryan Gould, President & Chief Executive Officer of Aspenleaf.
Arcan and Aspenleaf strongly encourage shareholders and debentureholders to read the comprehensive Information Circular filed today, consult with their financial advisor and vote in person, or by proxy, in time to be counted at the securityholders meeting on August 20, 2014.
“We believe that once you have had the opportunity to compare this Arrangement with Aspenleaf against the uncertainty of Arcan continuing on its own, with an increasingly challenged financial position, voting in favour of the Arrangement with Aspenleaf is the highly preferred choice that makes clear sense,” said Doug Penner, Arcan’s President.
New leadership at Miura Energy
Upon completion of the transaction, Arcan’s current Chief Operating Officer Mark Smith is expected to be named President and CEO of Miura. Mr. Smith is an accomplished engineer with more than 30 years in leadership positions focused on production, operations, budgeting, capital management and project execution for North American intermediate and senior companies developing oil and natural gas in the Western Canadian Sedimentary Basin. Mr. Smith holds a Bachelor of Engineering Science in chemical engineering from the University of Western Ontario and is a Professional Engineer. Arcan’s current Executive Vice President Andy Fisher and Chief Financial Officer Graeme Ryder will join Mr. Smith in similar roles on Miura’s three-person executive team. In addition to its Swan Hills interest, Miura will consider production acquisition opportunities outside of the Swan Hills area with a view towards diversification.
CONFERENCE CALL TODAY at 11:00 a.m. ET
A conference call and webcast to discuss this transaction between Arcan and Aspenleaf will be held for the investment community today at 9:00 a.m. MT (11:00 a.m. ET).
To participate, please dial (866) 225-2055 (toll-free in North America) or (416) 340-2219 approximately 10 minutes prior to the conference call.
An archived recording of the call will be available from approximately 12 p.m. MT on July 24 until 11:59 p.m. MT on August 7, 2014 by dialing (800) 408-3053 or (905) 694-9451 and entering passcode 3951705.
A live and archived audio webcast of the conference call will also be available via the following link:
Any questions and requests for assistance may be directed to Arcan’s proxy solicitation agent CST Phoenix Advisors:
North American Toll Free Phone:
Banks, Brokers and collect calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
About Arcan Resources Ltd.
Arcan Resources Ltd. is an Alberta, Canada corporation that is principally engaged in the exploration, development and acquisition of petroleum and natural gas located in Canada’s Western Sedimentary Basin. Additional information about the Corporation is available under Arcan’s profile on SEDAR at www.sedar.com and its website, www.arcanres.com.
About Aspenleaf Energy Ltd.
Aspenleaf Energy Limited is a private oil and gas company that is focused on the acquisition and exploitation of light oil and liquids-rich gas assets in Western Canada. Aspenleaf is run by a highly experienced team, with combined industry experience of well over 100 years and headed by President and CEO Bryan Gould. The company is backed by ARC Financial Corp, a Canadian energy-focused private equity manager, and Ontario Teachers’ Pension Plan, one of Canada’s most active pension investors.
Forward-Looking Information and Statements
This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “will”, “shall”, “continue”, “expect” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to, among other things, the following: the expected results of the Arrangement, the expected timing of the securityholders’ meeting, the proposed new management team of Miura, the future upside of the Swan Hills play and Aspenleaf will have significant access to capital to accelerate development of the Swan Hills play and prospects for Miura’s future growth, success and financial viability.
The forward-looking information and statements contained in this press release reflect several material factors and expectations and assumptions of Arcan including, without limitation, expectations and assumptions relating to the Corporation and Miura being able to receive all required regulatory approvals to consummate the Arrangement, the ability of the Corporation to obtain the required levels of securityholder approval for the Arrangement, the availability of the new management team of Miura to participate as described in this news release, Aspenleaf’s, the Corporation’s and Miura’s future access to capital and certain commodity price and other cost assumptions underlying the statements regarding the future prospects of Arcan and Miura. Arcan believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: failure to realize the anticipated benefits of the transaction, failure to obtain the necessary approvals, or to otherwise satisfy the conditions of the transaction, in a timely manner, or at all; and certain other risks detailed from time to time in Arcan’s public disclosure documents including, without limitation, those risks identified in this press release, the Information Circular filed today and in Arcan’s annual information form, copies of which are available on Arcan’s SEDAR profile at www.sedar.com.
The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Arcan does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Neither 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.
Arcan Resources Ltd.
Chief Executive Officer
Arcan Resources Ltd.
Aspenleaf Energy Limited
President & Chief Executive Officer
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