Bandon Capital Corp.
TSX VENTURE : BAR

June 04, 2007 18:54 ET

Bandon Capital Completes Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - June 4, 2007) - Bandon Capital Corp. (TSX VENTURE:BAR) ("Bandon" or the "Company") announces that it has closed its previously announced arm's length reverse takeover transaction (the "Transaction") with Richfield Oils Inc. ("Richfield"). The shareholders of Bandon approved the Transaction at a meeting held on May 31, 2007. The shareholders also approved the change of name of the Company to Bandon Capital Resources Ltd. The Transaction involved the sale of petroleum assets by Richfield to Bandon which constituted Bandon's Qualifying Transaction in accordance with the policies of the TSX Venture Exchange (the "TSXV"). Bandon acquired certain Alberta-based petroleum and natural gas properties of Richfield (the "Purchased Assets") in exchange for common shares of Bandon such that Richfield became the controlling shareholder of Bandon. Bandon issued 7,000,000 common shares to Richfield at a deemed price of $0.10 per share for an aggregate purchase price of $700,000.

As a condition of the Transaction, Bandon has completed the previously announced private placement of up to $600,000 of flow-through common shares of the Company at a price of $0.12 per share (the "Private Placement"). Bandon has received conditional approval from the TSXV to increase the Private Placement from $600,000 to $757,000, resulting in a total of 6,308,333 flow-through common shares of the Company being issued. The balance of the Private Placement will be completed on or before June 6, 2007. The increase in the Private Placement was sought in order to meet the current financial needs of the Company. The proceeds of the Private Placement together with Bandon's current estimated cash balance of approximately $800,000 will be used primarily for the development of the Purchased Assets in accordance with the expenditures set out in the reserve reports obtained by Bandon and Richfield for the Transaction.

Completion of the Transaction and the amended Private Placement are subject to the final approval of the TSXV and the issuance of a bulletin approving the Transaction. It is anticipated that the common shares of Bandon will commence trading on or about June 8, 2007 under the new name and new trading symbol "BAR" following issuance of the TSXV bulletin. After completion of the Transaction and the Private Placement, Bandon will have 25,942,308 common shares issued and operate under its new name Bandon Capital Resources Ltd.

The directors of Bandon Capital Resources Ltd. are Richard J. Boswell, Ross O. Drysdale, Paul B. Patton and Sherwood J. Young. The officers of the new company are Mr. Boswell, President and Chief Executive Officer, David N. Matheson, Chief Financial Officer and Mr. Drysdale, Corporate Secretary. Following closing of the Transaction, the Board of Directors of the Company granted 2,100,000 options to the new directors and officers of the Company with an exercise price of $0.10 per share. The Company also advises that 490,000 options, previously issued at a price of $0.10 per share to a director who is continuing on the new Board, were retained. The options have a five year term and standard vesting provisions.

Bandon Capital Resources is a newly formed junior oil and gas company focused on exploration and development of oil and natural gas properties in the Western Sedimentary Basin.

READER ADVISORY

This news release contains certain forward-looking statements, including management's assessment of future plans and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Corporation's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Corporation's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Corporation will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to the Corporation or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Issued Common Shares - 25,942,308

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Bandon Capital Resources Ltd.
    Richard J. Boswell
    President and CEO
    (403) 510-2957
    Email: rchfield@shaw.ca