COLONIA ENERGY CORP.
TSX VENTURE : CLA

COLONIA ENERGY CORP.

November 10, 2009 16:54 ET

Colonia Energy Corp. Announces Recapitalization and New Management Team

CALGARY, ALBERTA--(Marketwire - Nov. 10, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Colonia Energy Corp. ("Colonia") (TSX VENTURE:CLA) is pleased to announce that it has entered into a financing and reorganization agreement (the "Reorganization Agreement") with Michael C. Erickson, J. Alexander Wylie, Paul T. Codd and William G. Young (the "New Management Team") which contemplates (i) a financing of up to approximately $7.5 million through one or more non-brokered private placements (the "Private Placements"), (ii) the appointment of the New Management Team, (iii) the appointment of a new board of directors (the "New Board"), and (iv) a rights offering to the current shareholders of Colonia (the "Rights Offering") (collectively, the "Transaction"). Completion of the Private Placements, the appointment of the New Management Team, the appointment of the New Board and the Rights Offering, is subject to standard closing conditions, including the approvals of the TSX Venture Exchange Inc. (the "TSXV") and, in some cases, disinterested shareholder approval by way of written consent.

Upon completion of the Private Placements the New Board will be comprised of Michael C. Erickson, Stephen Mannix, William Ambrose, Donald Boykiw and Bud McDonald.

New Management Team

The New Management Team will be appointed upon the completion of the Private Placements or earlier in the event that the closing of the portion of the Private Placements being subscribed for by the New Management Team is completed in escrow pending receipt of approval of the Private Placements by the shareholders of Colonia.

The New Management Team has a solid track record of creating shareholder value in high-growth, junior oil and gas companies, most recently with Renegade Oil and Gas Ltd. ("Renegade Oil"). Renegade Oil grew from 0 to 1,000 boepd entirely through the drill bit predominantly in the Bakken resource play in southeast Saskatchewan, and was recently sold to Glamis Resources Ltd.

The New Management Team will be comprised of the following members:

Michael C. Erickson, President and CEO

Michael Erickson has extensive oil and gas experience in both public and private companies. Mr. Erickson was most recently President and Chief Executive Officer of Renegade Oil before it was sold in September 2009.

J. Alexander Wylie, CA, Vice-President, Finance and CFO

Alex Wylie has experience in both the oil and gas industry and capital markets, and he was most recently Executive Vice-President, Finance of Renegade Oil. Previously he was Managing Director, Investment Banking, with a major independent North American Investment Bank.

Paul T. Codd, P.Eng., Vice-President, Engineering and COO

Paul T. Codd is a Professional Engineer with over 20 years experience, most recently as Vice-President, Engineering and COO of Renegade Oil. Previously, Mr. Codd was a founder and Director of McGinnis Codd & Associates and held various engineering positions with Numac/Westcoast Petroleum, NAL Resources and Shiningbank Energy Trust.

William G. Young, P.Geol., Executive Vice-President, Exploration

Bill Young has over 33 years of industry experience, most recently as Executive Vice-President, Geology of Renegade Oil. Mr. Young has spent the majority of his career working the Williston Basin from both a Canadian and United States perspective. Mr. Young has held numerous exploration roles including Manager (Williston Basin Group), Dome Petroleum.

In addition to the New Management Team, the New Board has a track record of building, financing and directing oil and gas companies and brings a wide range of experience, knowledge and innovation to the recapitalized entity.

Corporate Strategy

The New Management Team has worked closely together for several years building a successful southeast Saskatchewan Bakken producer. The key strengths of the team historically have been its extensive technical knowledge of the Williston basin, and its ability to work with and execute on transactions with the local operators. The New Management Team will implement its proven strategy of acquiring, exploiting and exploring while focusing on large resource-in-place assets. The recapitalized entity is expected to have a net cash position of more than $9 million upon completion of the Private Placements and the Rights Offering (assuming that all of the rights issued thereunder are exercised) and an existing production base of approximately 150 boepd. This initial cash and production position, combined with a management team experienced in doing transactions with local operators, as well as exploring for, and developing large resource-in-place-assets, will provide a platform for aggressive growth through strategic acquisitions and internally generated prospects.

Private Placements

Pursuant to the Private Placements, the New Management Team and New Board, together with certain additional subscribers identified by them, will subscribe for up to 35,714,286 units ("Units") of Colonia at a price of $0.14 per Unit and up to 17,857,143 common shares of Colonia ("Common Shares") at a price of $0.14 per Common Share for total proceeds to Colonia of approximately $7.5 million. Each Unit will be comprised of one Common Share and one share purchase warrant ("Warrant") entitling the holder to purchase one Common Share at a price of $0.18 per share for a period of five years.

The Units issued under the Private Placements will be issued to members of the New Management Team and New Board and other prospective service providers of Colonia. It is anticipated that the members of the New Management Team and New Board will purchase an aggregate of approximately 35,714,286 Units under the Private Placements with the result that they will hold approximately 31% of the basic outstanding Common Shares and 45% of the Common Shares on a fully-diluted basis following the completion of the Private Placements and after giving effect to the Rights Offering, assuming that all of the rights issued there under are exercised.

All Common Shares and Units issued under the Private Placements will be subject to contractual escrow with one third of such securities released each six months following the closing date of the Private Placements.

The proceeds of the Private Placements will be used for general corporate purposes.

Rights Offering

Upon completion of the Private Placements, Colonia shareholders will be entitled to participate in a Rights Offering, which is expected to be conducted by way of a Rights Offering circular. Pursuant to the Rights Offering, each shareholder as of the record date for such offering (the "Record Date") will be issued one right ("Right") for each Common Share held on the Record Date, entitling that holder to purchase one (1) Common Share for each four (4) Rights held at a price of $0.14 per Common Share at or before the expiry time of the Rights Offering, following which all outstanding Rights shall terminate and expire. The number of Common Shares to be issued pursuant to the Rights Offering is the maximum permitted by applicable securities laws to be issued pursuant to a Rights Offering circular. Subscribers of Common Shares or Units under the Private Placements will not be entitled to participate in the Rights Offering with respect to any securities acquired under the Private Placements. The Rights Offering is subject to applicable regulatory approval, including the TSXV.

Shareholder and Stock Exchange Approvals

Completion of the Private Placements are subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV. Under the policies of the TSXV, the completion of the Private Placements would result in the creation of a Control Person and accordingly is subject to the approval of the shareholders of Colonia. The required disinterested shareholder approval may be obtained by Colonia either by receipt of written consents by holders of more than 50% of the issued and outstanding voting shares of Colonia (the "Written Consent") or by approval of a resolution at a special meeting of shareholders (the "Colonia Meeting"). Pursuant to the Reorganization Agreement, Colonia has agreed to obtain the Written Consent on or before November 20, 2009, failing which the Investor Group has the right to terminate the Reorganization Agreement. In the event that the Written Consent is not obtained on or before November 20, 2009, Colonia has agreed to convene and hold the Colonia Meeting on or before January 15, 2010.

Board of Directors Recommendation

The board of directors of Colonia has determined that the transactions contemplated by the Reorganization Agreement are in the best interests of its shareholders, unanimously approved such transactions and recommends that the shareholders approve the Private Placements and execute the Written Consent.

The board of directors and officers of Colonia, who, in the aggregate, with their spouses, control approximately 37% of the common shares of Colonia, have entered into support agreements or agreed to enter into support agreements pursuant to which they have agreed, among other things, to approve the Private Placements.

The Reorganization Agreement

The Reorganization Agreement contains a number of customary representations, warranties and conditions and provides for a reciprocal non-completion fee of $200,000 payable by either Colonia or the Investor Group to the other party in certain circumstances. The complete Reorganization Agreement will be accessible on Colonia's SEDAR profile at www.sedar.com.

Financial Advisors

Sayer Energy Advisors is acting as financial advisor to Colonia with respect to the Transaction, and has provided the board of directors of Colonia an opinion that the consideration to be received by Colonia pursuant to the transactions contemplated by the Reorganization Agreement is fair, from a financial point of view, to the shareholders of Colonia.

GMP Securities L.P. and Peters & Co. Limited, are acting as co-financial advisors and Macquarie Capital Markets Canada Ltd. and Genuity Capital Markets Inc. are acting as strategic advisors to the New Management Team with respect to the Transaction.

About Colonia Energy Corp.

Colonia is a publicly traded Canadian energy company involved in the exploration and development of oil and gas properties in western Canada. The common shares of Colonia trade on the TSXV under the symbol "CLA". Colonia currently has 50,651,667 common shares issued and outstanding.

Note Regarding Forward Looking Statements

This document contains forward-looking statements. More particularly, this document contains statements concerning the completion of the transactions contemplated by the Reorganization Agreement.

The forward-looking statements are based on certain key expectations and assumptions made by Colonia, including expectations and assumptions concerning timing of receipt of required shareholder and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the transactions.

Although Colonia believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Colonia can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Reorganization Agreement and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in the Reorganization Agreement or at all.

The forward-looking statements contained in this press release are made as of the date hereof and Colonia undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The term "boe" may be misleading, particularly if used in isolation. A boe conversion of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Neither the 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.

Contact Information

  • Colonia Energy Corp.
    Donald Campbell
    President & CEO
    (403) 663-9849, ext. 231
    or
    Colonia Energy Corp.
    Michael C. Erickson
    (403) 355-8922
    or
    Colonia Energy Corp.
    Alex Wylie
    (403) 410-3376