Touchstone Exploration Inc. (TSX VENTURE:TAB) and Primera Energy Resources Ltd. (TSX VENTURE:PTT) have entered into an arrangement agreement, which provides that Touchstone will acquire all of the common shares of Primera not otherwise owned, directly or indirectly, by Touchstone, by way of a plan of arrangement under the Business Corporations Act.
Touchstone will acquire the outstanding Primera shares in exchange for Touchstone common shares, on the basis of 0.90 of a Touchstone share per Primera share. Based on the current number of outstanding Primera shares and options, Touchstone anticipates issuing a maximum of approximately 30,028,275 Touchstone shares to complete the transaction.
Highlights of the Transaction
• Acquires production of approximately 450 bbls/d
• Production acquired at a cost of $30,140 per flowing bbl
• Reserves acquired at a cost of $13.61 per bbl on a proven basis and $9.45 proven plus probable basis
• Two immediate 2012 drilling locations on WD-4
• Seven additional drilling locations identified on WD-4
Highlights of the Combined Company
• Proved plus probable reserves of approximately 9,000 Mbbls
• Proved plus probable before-tax NPV 10% of approximately $347 million
• Current production of approximately 2,000 b/d consisting entirely of onshore oil production
• Large inventory of drilling locations on 16 onshore blocks in Trinidad including WD-8, WD-4, Fyzabad and Coora
• Working interests in a high impact onshore exploration block at Cory Moruga and a high impact offshore exploration block at East Brighton
Peters & Co. Ltd. is acting as financial advisor to Primera. Paradigm Capital Inc. is acting as exclusive financial advisor to Touchstone in connection with the arrangement.
FirstEnergy Capital Corp., Stonecap Securities Inc. and CIBC World Markets Inc. are acting as strategic advisors to Touchstone
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