First Western Financial Ventures Inc.
TSX VENTURE : FWF.P

November 25, 2008 17:56 ET

First Western Financial Ventures Inc. Announces Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Nov. 25, 2008) - First Western Financial Ventures Inc. ("First Western" or the "Corporation") (TSX VENTURE:FWF.P) today announced details concerning its proposed qualifying transaction with Redcliffe Exploration Inc. ("Redcliffe") (TSX VENTURE:RXP.A) (TSX VENTURE:RXP.B). The transaction announced today involves a business combination (the "Business Combination") of First Western with a wholly owned subsidiary of Redcliffe ("AcquisitionCo"), which will constitute the Qualifying Transaction of First Western pursuant to Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture") as agreed in a letter agreement dated November 12, 2008.

About Redcliffe

Redcliffe is a Calgary, Alberta based company engaged in the exploration for, and development and production of conventional crude oil and natural gas reserves in western Canada. Redcliffe's strategy is to build shareholder value through internally generated exploration and development drilling, and through selective acquisitions. Redcliffe's primary area of operational focus is the Peace River Arch with development activity in the Pembina area of Alberta.

Redcliffe is currently producing approximately 1,200 boe/d, with approximately 63% of this production from Redcliffe's Gold Creek area in the Peace River Arch, south of Grande Prairie and the remainder centered in the Pembina area of west central Alberta. Ongoing gas well tie-in operations are anticipated to add up to a further 300 boe/d of natural gas and associated liquids, with approximately an additional 250 boe/d of natural gas, associated liquids and oil tied-in to pipelines but unable to produce due to facility limitations in the Gold Creek area, which Redcliffe is continuing to work to bring on-stream.

Assisted by the closing of a $5.0 million flow-through financing in October 2008, Redcliffe intends to remain active on the drilling front over the next 5 months. Redcliffe anticipates participating in the drilling of 4-5 wells in Pembina/Medicine River and 3-6 wells in the general Gold Creek area. Although Redcliffe's 2009 budget has not been finalized, the Company maintains a substantial drilling inventory in both the Peace River Ach and Pembina areas.

Redcliffe Corporate History and Structure

Redcliffe Exploration Inc. was incorporated as "C.H. Ange Software Publishers" (a predecessor company to Stallion Energy Ltd.) pursuant to the provisions of the Canada Business Corporations Act on October 21, 1988. The registered office of Redcliffe is located at Suite 1600, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1, and its head office is located at Suite 1900, 555 - 4th Avenue S.W., Calgary, Alberta, T2P 3E7.

Redcliffe is a "reporting issuer" in British Columbia, Alberta, Saskatchewan, Ontario and Quebec. Redcliffe's class "A" shares and class "B" shares are listed and posted for trading on the TSX Venture under the symbols "RXP.A" and "RXP.B", respectively.

Redcliffe commenced operations on February 27, 2007 upon completion of a reverse take-over business combination involving Redcliffe Exploration Ltd. ("REX") and Stallion Energy Ltd. REX was incorporated on May 4, 2006 and completed its initial public offering on August 31, 2006. REX acquired its interests in oil and gas exploration and development prospects in Alberta primarily through participation in its joint venture with Redcliffe Energy Ltd. ("REL"). Following completion of its initial public offering, Redcliffe entered into a joint venture agreement with REL to access, explore, develop and operate its prospect inventory, while REL retained working interests in all of the properties under the joint venture agreement. On February, 27, 2007, pursuant to a reverse take-over business combination, REX became a wholly-owned subsidiary of Redcliffe. On December 18, 2007, Redcliffe and REL completed a business combination resulting in the amalgamation of REL and REX with Redcliffe to continue as Redcliffe. Additional information concerning Redcliffe is available on the SEDAR website at www.sedar.com.

Directors and Officers of Redcliffe

Daryl H. Connolly, Chairman, President, Chief Executive Officer and Director

Mr. Connolly has over 39 years experience in the oil and gas industry in Canada, the United States, Australia and the North Sea. Mr. Connolly is currently Chairman, President and Chief Executive Officer of Redcliffe, Chairman of Triton Energy Corp. (TSXV), Chairman of Great Plains Exploration Inc. (TSX) and a director of Cobalt Energy Ltd. Mr. Connolly is a registered Professional Engineer as well as a member of the Canadian Institute of Mining, Metallurgy and Petroleum and the Society of Petroleum Engineers. Mr. Connolly started his career in the oil and gas industry in 1969 with Texaco Exploration Company Ltd., and subsequently held senior managerial positions with Bralorne Resources Ltd., Bluesky Oil and Gas Ltd. and Wainoco Oil & Gas Ltd. He also consulted for two years for the Danish government in the North Sea, while living in Copenhagen, Denmark.

Mr. Connolly has founded or co-founded six public oil and gas companies: HCO Energy Ltd. (CDNX-AB, TSX), Tikal Resources Corp. (TSX), Rock Creek Resources Inc., Aquest Energy Ltd., Triton Energy Corp. and Redcliffe. Between 1987 and 1997, he grew HCO's production from nil to 11,500 boepd and sold it to Pinnacle Resources for over $260 million. Following the sale of HCO, Mr. Connolly co-founded Tikal, which grew from nil to 1,400 boepd and was sold in 2001 to BelAir Energy for $35 million. In 2002, he co-founded Rock Creek and Aquest (TSX), both junior oil and gas exploration and development companies. Rock Creek grew to 1,200 boepd and was sold in July 2005 for $58 million to Great Plains Exploration Inc., while Aquest grew to 1,850 boepd and was sold to Anderson Energy Ltd. in August 2005 for $100 million. In February 2004, Mr. Connolly co-founded Triton, which currently has over 50,000 net undeveloped acres in Alberta and 900 boepd of production. Mr. Connolly founded REL in September 2005 and founded Redcliffe in May 2006.

Donald Cowie, Director

Mr. Cowie has over 25 years of experience in the financial oil and gas industry in Calgary. Mr. Cowie currently leads JOG Capital Inc. which he co-founded in 2002. JOG Capital manages a group of investment partnerships which invest in junior oil and gas companies in western Canada. As a result of Mr. Cowie's involvement with JOG Capital, he is a member of the Boards of Directors of Spry Energy Ltd. and Crocotta Energy Inc.

Prior to co-founding JOG Capital Inc., Mr. Cowie was the head of Corporate and Investment Banking for Bank of America in Calgary from 1992 to 2002. From 1987 to 1991, Mr. Cowie was employed in Investment Banking for Midland Doherty Financial Corp., a Canadian investment dealer, where he was responsible for initial public offerings, flow-through offerings, and mergers and acquisitions for the junior oil and gas sector. From 1984 to 1987, Mr. Cowie headed the office of the Chemical Bank of Canada in Calgary, where he was responsible for managing the energy portfolio. From 1981 to 1984, Mr. Cowie was employed in the Bank of Montreal Corporate Banking Group, Petroleum Division, based in Calgary. Mr. Cowie graduated from McGill University and holds a Bachelor of Commerce degree, with a major in Finance.

Glenn D. Hockley, Director

Mr. Hockley is a registered Professional Geologist with over 36 years in the oil and gas industry in Canada. Mr. Hockley currently sits on the board of Redcliffe Exploration Inc., Anderson Energy Ltd and Berens Energy Ltd. Mr. Hockley was formerly the Chairman of the Board of Aquest Energy Ltd. which was acquired by Anderson Energy Ltd. Mr. Hockley also became the founder and Chairman of Stallion Energy Ltd. in 2004, a private oil and gas exploration company which was acquired by Redcliffe in 2007. From November 1998 to January 2004, Mr. Hockley was the President and Chief Executive Officer of Eravista Energy Corp. In 1993, Mr. Hockley was the founder and Chief Executive Officer of Torrington Resources Ltd. until 1997 at which time Torrington was acquired by Magin Energy Inc. Mr. Hockley graduated from the University of Calgary and holds a Master of Science degree, with a major in Geology.

James H. Rawls, Director

Mr. Rawls is a registered Petroleum Engineer with over 30 years industry experience in engineering and finance; he is currently the owner and manager of Rawls Resources, Inc., a private oil and gas exploration company. Following graduation from Mississippi State University in 1974 in petroleum engineering (distinction), Mr. Rawls worked for Exxon Company USA in onshore and offshore development as a Senior Project Engineer. He left Exxon in 1978 for what was to become a successful 12 year career in banking as Manager of the Energy Lending Department of Deposit Guarantee National Bank. Moving back into exploration, in late 1988 Mr. Rawls became the Executive Vice-President of Hughes Eastern Petroleum, Inc. and shortly thereafter orchestrated the merger of that company to Prairie Producing Company in a US$54 million preferred stock deal. Together with the previous owner of Hughes Eastern, they subsequently formed Hughes-Rawls Corporation, and over the next 11 years in that company and related entities, drilled over a hundred wells, both onshore and offshore, domestically and internationally. Hughes-Rawls' last joint venture involved a 50/50 partnership with Enron Capital and Trade to explore in the southeastern US and offshore Louisiana. The assets developed in the Hughes-Rawls companies were divided in 2000, and since then Mr. Rawls has managed his own company, Rawls Resources, Inc. He is currently active in both energy exploration and real estate development. Mr. Rawls has served on the public company boards of Harcor Energy Inc. (Houston, TX, USA), Tikal (TSX) and Aquest (TSX), and on the boards of numerous private companies.

Wolfgang Rupf, Director

Dr. Wolfgang Rupf has for more than 20 years served as managing director/partner in the banking industry. In his last senior position from 1996-2001 he was CEO of the Bankgesellschaft Berlin AG after having served as managing partner of BHF-Bank for more than 10 years. In addition he has operating/executive experience in the cement, DIY, automotive parts and machinery manufacturing industry; and he served as supervisory/advising board member of several industrial corporations of these or related industries as well as banks and life insurance companies. He also gained experience in the oil business.

Since 2001 Dr. Wolfgang Rupf has been CEO of AKV Altkonig Verwaltungs GmbH, a private equity company engaged in the car/automotive and armaments, defence industry, as well as in the machine and hydraulic plant engineering industries. Until today he also still serves as chairman of the Supervisory Board of Hornbach Holding AG and of Hornbach Baumarkt AG and as Vice Chairman of the Supervisory Board of IVA Valuation & Advisory AG. By profession Dr. Wolfgang Rupf is a lawyer and banker and holds a law degree.

Wazir C. (Mike) Seth, Director

Mr. Seth is a Professional Engineer and the President of Seth Consultants Ltd. Mr. Seth was the President and Managing Director of McDaniel & Associates Consultants Ltd. from January 1989 to June 30, 2005, Chairman from July 1, 2005 to February 28, 2006 and was with the firm for over 37 years. He has extensive experience in all aspects of oil and gas reserve evaluations in Canada and internationally. Mr. Seth has delivered numerous speeches to the oil and gas industry on related topics and has also appeared as an expert witness before various regulatory authorities and the Court of Queen's Bench. Mr. Seth was a member of the Council of APEGGA and also served on the Practice Standards Committee - Oil & Gas Evaluations. Mr. Seth has a Bachelor of Applied Science degree in Mechanical Engineering from the University of British Columbia. Mr. Seth was recently appointed to the Board of Directors of Enerplus Resources Fund (TSX, NYSE), one of Canada's senior oil and gas income funds. Mr. Seth is also on the Board of Directors of several other junior oil and gas companies and is the founder and director of Energy Navigator, Inc., a private software development firm servicing the petroleum industry.

Uldis Upitis, Director

Mr. Upitis has over 40 years experience in the oil and gas industry in Canada. Mr. Upitis is a registered Professional Geologist and is currently the President of Lotus Resources Ltd. and a director of Precept Energy Capital Corporation and Redcliffe. Mr. Upitis started his career in the oil and gas industry in 1966 with Imperial Oil Limited, and subsequently held senior managerial position with Western Decalta Petroleum Ltd. and Wainoco Oil & Gas Ltd. Mr. Upitis has founded or co-founded five oil and gas companies. From August 2000, Mr. Upitis was the President, Chief Executive Officer and Chairman of Sentra Resources Corporation (TSX) until its merger with Blue Mountain Energy Ltd. in September 2004. Prior to Sentra, Mr. Upitis was the Chairman and Chief Executive Officer of Newport Petroleum Corporation (TSX) until June 2000, President and Chief Executive Officer from April 1992 to August 1997, and as founder, provided the initial seed capital, strategy and built Newport into a profitable intermediate oil and gas company with one hundred employees. From 1979 to 1991, Mr. Upitis was the President, Chief Executive Officer and a director of Pancontinental Oil Ltd., and from 1976 to 1979, he was the President, Chief Executive Officer and a director of Focus Resources Ltd. Mr. Upitis is currently registered with the Canadian Society of Petroleum Geologists, The Association of Professional Engineers, Geologists and Geophysicists of Alberta, and The Canadian Institute of Mining and Metallurgy.

Harley L. Winger, Director

Mr. Winger graduated from the University of Saskatchewan in 1974 with a Bachelor of Arts degree and in 1978 with his law degree. He has practiced law in Calgary since 1978 and has been a partner of Burstall Winger LLP since 1990. Mr. Winger's preferred area of practice is securities law. He advises both underwriters and issuers in respect of national and international public and private securities financings, as well as mergers and corporate reorganizations. Mr. Winger has been a director of numerous private and public companies and is currently a director of Open Range Energy Corp. (TSX), Culane Energy Corp. (TSXV), Canoro Resources Ltd. (TSXV), Glamis Resources Ltd. (TSXV), Excelsior Energy Limited (TSXV) and Cobalt Energy Ltd. (TSXV).

George Gramatke, Vice President, Finance and Chief Financial Officer

Mr. Gramatke is a Chartered Accountant with over 20 years of domestic and international experience, primarily in the areas of management, finance, assurance, taxation, and capital markets transactions in the oil and gas industry. Mr. Gramatke is currently the Vice President, Finance and Chief Financial Officer of Redcliffe. Prior to joining Redcliffe, Mr. Gramatke was a Partner in the Energy Services Group of PricewaterhouseCoopers in Moscow, Russia and Almaty, Kazakhstan. Prior thereto, Mr. Gramatke held various positions up to Senior Manager with KPMG in Calgary and London, UK. Mr. Gramatke obtained his Chartered Accountant designation in 1991, his Certified Public Accountant designation in 1998, and his Bachelor of Commerce degree from the University of Saskatchewan in 1988.

Brent S. Dube, Vice President, Operations

Mr. Dube has over 23 years of operations, exploitation and development experience in the western Canadian oil and gas industry, with progressively small to intermediate growth-oriented companies. Mr. Dube is currently the Vice President, Operations of Redcliffe. From 2003 to 2005, Mr. Dube held the position of Operations Manager for Aquest (TSX). From 1998 to 2003, Mr. Dube was the Business Unit Manager for the Peace River Arch and Southern Alberta for Vintage Petroleum Canada Ltd. (formerly Genesis Exploration Ltd.) (TSX). Mr. Dube also held various operations and production engineering positions for companies such as HCO (1993 to 1996) (CDNX-AB, TSX), Summit Resources Ltd. (1991 to 1993) (TSX) and Coho Resources Ltd. (1989 to 1991). In addition, Mr. Dube owned a consulting firm and consulted for a number of years with such companies as Genesis Exploration Ltd., Merit Energy Ltd., Riata Resources Ltd., and Highridge Exploration Ltd.

Geoffrey Upitis, Vice President, Exploration

Mr. Upitis is a Professional geologist with over 16 years of experience in oil and gas exploration, development and management, both domestic and international. Mr. Upitis is currently the Vice President, Exploration for Redcliffe. Most recently Mr. Upitis was a founding member of Sentra Resources Corporation, a successful public exploration and development company, which sold to Blue Mountain Energy in 2004. Prior to Sentra Resources Corporation, Mr. Upitis was a geologist with Newport Petroleum Corporation which sold to Hunt Oil Company of Canada in June 2000. Mr. Upitis holds a Master of Science Degree in Geology from the University of Texas at Austin, and a Bachelor of Science degree, with a major in Geology from the University of Western Ontario. During university Mr. Upitis worked for the Geological Survey of Canada: Institute of Sedimentary and Petroleum Geology in Calgary and The Bureau of Economic Geology in Austin, Texas. Mr. Upitis has full cycle prospect generation and exploration experience in Alberta, British Columbia, and Texas, USA which has resulted in numerous new pool and new field discoveries. Mr. Upitis is a member of the CSPG.

Kevin MacInnes, Vice President, Engineering and Corporate Development

Mr. MacInnes is a registered Professional Engineer as well as a member of the Canadian Institute of Mining and Metallurgy with over 17 years of exploitation, production and operational experience in the western Canadian oil and gas industry. Mr. MacInnes currently holds the position of Vice President Engineering and Corp. Development with Redcliffe. Prior to joining Redcliffe in June 2006, Mr. MacInnes held the position of Manager Business Development with Harvest Energy Trust (2005-2006). From 2003-2005, Mr. MacInnes held the position of Manager of Engineering and Operations with Relentless Energy. From 1996-2003, Mr. MacInnes held various exploitation/production engineering positions with growing responsibility at Penn West Petroleum seeing significant growth from 23,000 boepd to over 100,000 boepd. Mr. MacInnes began his career with Sceptre Resources and moved to Summit Resources Inc. till 1996. Mr. MacInnes graduated from the University of Calgary in 1991 with a Bachelor of Applied Sciences degree in Chemical Engineering with a minor in Petroleum.

Robert R. Verbuck, Corporate Secretary

Mr. Verbuck is a partner with Burstall Winger LLP, where he has practiced since March 2002 with a focus on securities and corporate law. He advises both underwriters and issuers in respect of public and private securities financings, as well as mergers, corporate reorganizations and general corporate matters. Mr. Verbuck obtained his Bachelor of Arts degree from the University of Western Ontario in 1993 and a Bachelor of Laws degree from the University of Toronto in 1998. He is the Corporate Secretary of several private and publicly traded oil and gas companies listed on the TSX Venture Exchange.

Summary of the Proposed Qualifying Transaction

First Western has entered into an arm's-length letter agreement dated November 12, 2008 with Redcliffe, pursuant to which the Corporation and Redcliffe have agreed, subject to the fulfillment of certain conditions, to complete the Business Combination.

First Western and AcquisitionCo will complete the Business Combination pursuant to an amalgamation to form a new company ("NewCo") which upon the closing of the Business Combination will be a wholly owned subsidiary of Redcliffe. It is expected that the common shares of NewCo will be delisted from the TSX Venture and that NewCo will be amalgamated with Redcliffe after closing of the Business Combination. Pursuant to the terms of the Business Combination, the holders of common shares of First Western (the "First Western Common Shares") will receive for each one (1) First Western Common Share, at their election, either (i) $0.1250 in cash for each First Western Common Share, subject to a maximum of $198,000 in cash (the "Maximum Cash Amount") or (ii) 0.39 of a class "A" share of Redcliffe (the "Redcliffe Shares"). In addition, all outstanding stock options of First Western will be cancelled for no consideration prior to the completion of the Business Combination.

After completion of the Business Combination, the Board of Directors of NewCo will consist of Daryl Connolly, Harley Winger and Mike Seth. The officers of NewCo will be Daryl Connolly as President & Chief Executive Officer, and George Gramatke as Vice President, Finance & Chief Financial Officer.

After completion of the Business Combination, Redcliffe will have approximately 77,283,228 Redcliffe Shares outstanding, assuming the Maximum Cash Amount is paid. Of this amount, the First Western shareholders will hold approximately 3.6% of the Redcliffe Shares.

The completion of the Business Combination is subject to the approval of the TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of the Corporation, satisfactory completion of due diligence reviews by the parties, board of directors' approval of each of the Corporation and Redcliffe, the entering into of a formal agreement and certain other conditions consistent with transactions of this nature.

The Business Combination will be an arm's length transaction as the current directors and officers of First Western own no interests in Redcliffe.

Jennings Capital Inc. ("Jennings") has been retained by Redcliffe to act as Redcliffe's financial advisor in connection with the Business Combination. Scott Tannas, a director of First Western is the President, Chief Executive Officer and a director of Western Financial Group Inc. ("WFG") and WFG owns a 25% interest in Jennings. Scott Tannas is also a director of Jennings.

Trading of the First Western Common Shares will not resume until all documents required by TSX Venture have been filed. First Western will issue a further news release at such time as the TSX Venture has received the necessary documentation and trading of the First Western Common Shares is to resume.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and pursuant to corporate law requirements, shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

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 control of Redcliffe or First Western, respectively. 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. Redcliffe's and First Western'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 Redcliffe or First Western will derive there from. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect operations and financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Redcliffe and First Western, respectively. All subsequent forward-looking statements, whether written or oral, attributable to Redcliffe or First Western or persons acting on their 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 neither Redcliffe nor First Western undertakes 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.

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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

  • First Western Financial Ventures Inc.
    James D. Walker
    President
    (403) 652-0025
    or
    Redcliffe Exploration Inc.
    Daryl H. Connolly
    President and Chief Executive Officer
    (403) 539-8440