EMM Energy Inc.

SkyWest Energy Corp.

SkyWest Energy Corp.

June 22, 2010 19:02 ET

EMM Energy and SkyWest Announce Completion of Plan of Arrangement and Corporate Update

CALGARY, ALBERTA--(Marketwire - June 22, 2010) - EMM ENERGY INC. ("EMM") (TSX VENTURE:M) and SKYWEST ENERGY CORP. ("SkyWest") are pleased to announce that on June 22, 2010, they completed their previously announced plan of arrangement (the "Arrangement") pursuant to an arrangement agreement dated April 28, 2010. Pursuant to the Arrangement, SkyWest acquired all of the issued and outstanding shares of EMM (the "EMM Shares"). Under the Arrangement, former EMM shareholders received (i) an aggregate of approximately $6,700,000 cash (representing $1.05 cash for each issued and outstanding EMM Share); and (ii) an aggregate of 12,600,000 SkyWest common shares (the "SkyWest Shares") at a deemed price of $0.30 per share (the "Consideration"). 

Prior to the completion of the Arrangement, SkyWest completed a brokered private placement ("Private Placement") for aggregate gross proceeds of $21 million, through the issuance of 70 million subscription receipts (the "Subscription Receipts") at a price of $0.30 per Subscription Receipt. Each Subscription Receipt entitled the holder to one SkyWest Share without payment of additional consideration immediately preceding the closing of the Arrangement. Wellington West Capital Markets Inc. acted as the sole agent for the Private Placement. In connection with completion of the Arrangement, the Subscription Receipts were deemed exercised and holders thereof were issued one SkyWest Share for each Subscription Receipt held and the escrowed Subscription Receipts proceeds were released to SkyWest.

For further information regarding the details of the Arrangement, please refer to the news releases dated April 12, 2010, May 11, 2010, May 31, 2010 and the management information circular of EMM dated May 27, 2010, all filed on SEDAR at www.sedar.com

The Arrangement was approved at an annual and special meeting of the securityholders of EMM held on June 21, 2010. The Court of Queen's Bench of Alberta also granted a final order approving the Arrangement on June 21, 2010. As part of the Arrangement, EMM and SkyWest were amalgamated and continued as SkyWest Energy Corp. ("Amalco"). Pursuant to the Arrangement, each SkyWest Share was exchanged for one Amalco common share (each an "Amalco Common Share") and the outstanding EMM Shares were cancelled. 

A letter of transmittal has been delivered to EMM's registered shareholders. Upon submission of a duly completed letter of transmittal and any other required documentation, former EMM shareholders, will receive the Consideration to which they are entitled to receive pursuant to the Arrangement, subject to adjustment for fractional securities. EMM Shares that are registered in the name of a broker, investment dealer, bank, trust company or other nominee, require EMM shareholders to contact that nominee for instructions and assistance on delivering EMM certificates to the depositary, Olympia Trust Company. A copy of the letter of transmittal is available under EMM's SEDAR profile at www.sedar.com.

As a condition precedent to the Arrangement, on June 17, 2010, SkyWest also completed the acquisition of Stratosphere Energy Corp. ("Stratosphere") pursuant to an acquisition agreement wherein SkyWest acquired all of the common shares of Stratosphere in exchange for 1.2 SkyWest Shares (at a deemed price of $0.30 per share) for each one (1) Stratosphere common share issued and outstanding or a total of 5,073,910 SkyWest Shares. As a result, Stratosphere became a wholly-owned subsidiary of SkyWest.

Resumption of Trading

The EMM Shares were halted from trading on the TSX Venture Exchange at market close on June 21, 2010 and will remain halted until TSX Venture Exchange issues the final bulletin in connection with the Arrangement, at which point the Amalco Common Shares will begin trading on the TSX Venture Exchange under the symbol "SKW". Amalco expects that TSX Venture Exchange's final bulletin will be issued on or about June 24, 2010 with trading expected to resume at market open on or about June 25, 2010.

Corporate Update

Following completion of the Arrangement, SkyWest continues to actively expand their Cardium land position and entered into a gross 6 section farm-in transaction within the south west portion of the halo of the main Pembina pool. In addition, EMM/SkyWest closed a 20 bbl/day Cardium oil acquisition for $1,025,000. The two transactions combined add approximately 28 gross (10 net) Cardium oil horizontal locations. 

SkyWest is well capitalized with available funds greater than $21 million and SkyWest plans to drill 5 to 6 Cardium horizontal oil wells by year-end with drilling operations to commence in July. SkyWest plans to exit 2010 with a production rate of 900 to 1,100 boepd which will be weighted approximately two thirds oil and NGLs.

Statements in this joint press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to receipt of all necessary regulatory and third party approvals, the listing of the Amalco Common Shares, the resumption of trading and forecast information regarding the future production of SkyWest. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of SkyWest) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. SkyWest does not undertake any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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

  • SkyWest Energy Corp.
    Lawrence Urichuk
    President & CEO
    (403) 265-0071
    SkyWest Energy Corp.
    Joel MacLeod
    Vice President and Chief Financial Officer
    (403) 265-0071