Kierland Resources Ltd.
TSX VENTURE : KIR

December 15, 2009 18:02 ET

Kierland Resources Announces Acquisition Agreement and Other Corporate Matters

CALGARY, ALBERTA--(Marketwire - Dec. 15, 2009) - Kierland Resources Ltd. ("Kierland" or the "Company") (TSX VENTURE:KIR) announces that the Company's Financial Statements and Management's Discussion and Analysis ("MD&A") for the three and nine months ended September 30, 2009 were filed on SEDAR at www.sedar.com on November 24, 2009.

The Company also announces that it has executed a formal share purchase agreement to acquire a privately owned company ("PrivateCo") with oil and gas properties in Saskatchewan (the "Transaction"). In the Transaction, the Company will acquire all of the issued and outstanding Common Shares of PrivateCo for purchase consideration aggregating $3,300,000. The purchase price will be paid or satisfied by Kierland through the issuance of up to 15,000,000 Common Shares of Kierland to the vendors at a deemed price of $0.10 per share with a four month hold period, assumption of PrivateCo's bank debt of approximately $800,000 and payment of cash of up to $1,000,000 to satisfy and settle with the creditors of PrivateCo. The Transaction has received conditional approval from the TSX Venture Exchange ("TSXV"). PrivateCo has agreed that it will not solicit or initiate discussions or negotiations with any third party with respect to alternate transactions. Closing is expected to occur on December 29, 2009.

PrivateCo has oil and gas reserves of approximately $3,238,000 (P+P at 10% discount), net daily production of approximately 100 boed from 37 producing wells and undeveloped lands in Saskatchewan. The Board of Directors of Kierland is pleased with the prospective acquisition which is expected to provide additional opportunities for growth in oil and gas production and reserves in the near term. Upon closing, Kierland will provide more detailed information on the acquisition.

The Company also advises that the Company's Board of Directors approved the granting of 2,450,000 stock options to officers, directors, employees and consultants of the Company, subject to regulatory and TSXV approval. The options were issued with an exercise price of $0.10 per share and have a five year term with standard vesting provisions. The Company also advises that three directors of the Company provided short term loans aggregating $1,400,000 to the Company in order to fund working capital and assist in the PrivateCo acquisition. The loans, which have standard lending terms and conditions, bear interest at 10% and have a term expiring on November 30, 2012, but may be paid out earlier by the Company.

About Kierland Resources

Kierland Resources is a publicly traded, junior oil and gas company focused on exploration and development of oil and natural gas in Alberta. The Company remains focused on organic growth through the drill bit on its existing acreage while continuing a process of adding accretive acquisitions in 2009.

READER ADVISORY

This news release may contain 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 Company'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 Company'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 Company 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 Company 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 Company 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.

The terms bbls, bbls/d, boe, boes or boes/d may be misleading, particularly if used in isolation. A boe (barrel of oil equivalent) conversion ratio of 6 mcf per one (1) boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Issued Common Shares: 57,752,307

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

  • Kierland Resources Ltd.
    Richard J. Boswell
    President and Chief Executive Officer
    (403) 510-2957
    rchfield@shaw.ca
    or
    Kierland Resources Ltd.
    750, 630 - 6th Avenue SW
    Calgary, Alberta T2P 0S8