Orion Oil & Gas Ltd.

November 30, 2009 18:04 ET

Orion Oil & Gas Ltd. Announces Entering into of Amalgamation Agreement for Business Combination

CALGARY, ALBERTA--(Marketwire - Nov. 30, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Orion Oil & Gas Ltd. (formerly 1491542 Alberta Ltd.) ("Orion") is pleased to announce that it has entered into an agreement dated November 26, 2009 (the "Amalgamation Agreement") among Wintraysan Capital Corp. ("Wintraysan"), 1498513 Alberta Ltd. (the recently incorporated wholly-owned subsidiary of Wintraysan) ("AcquireCo") and Orion, relating to the acquisition by Wintraysan of all of the issued and outstanding securities of Orion by way of the amalgamation of Orion and AcquireCo (the "Amalgamation") in accordance with the Business Corporations Act (Alberta). An arrangement agreement dated October 30, 2009 which was previously entered into by Wintraysan, AcquireCo and Orion was terminated in conjunction with the entering into of the Amalgamation Agreement.

Pursuant to the Amalgamation Agreement, Wintraysan will acquire all of the currently issued and outstanding common shares in the capital of Orion (the "Orion Shares") via the issuance of common shares in the capital of Wintraysan (the "Wintraysan Shares"), which will be issued on the basis of two (2) Wintraysan Shares for every one (1) Orion Share. Prior to the Amalgamation, each Wintraysan Share will be consolidated on the basis of one (1) post-consolidation Wintraysan Share ("Post-Consolidation Wintraysan Share") for every two (2) old Wintraysan Shares resulting in each holder of Orion Shares receiving one Post-Consolidation Wintraysan Share for each Orion Share held pursuant to the Amalgamation. 

Upon completion of the Amalgamation, it is anticipated that the holders of Orion Shares will hold approximately 289 million Post-Consolidation Wintraysan Shares, representing over 99% of the outstanding Post-Consolidation Wintraysan Shares and holders of Wintraysan Shares will hold approximately 1,160,000 Post-Consolidation Wintraysan Shares, representing less than 1% of the outstanding Post-Consolidation Wintraysan Shares.

Proposed Qualifying Transaction

Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the Amalgamation and associated transactions (collectively, the "Proposed Qualifying Transaction") to constitute the "Qualifying Transaction" of Wintraysan (as such term is defined in the policies of the Exchange). The Proposed Qualifying Transaction will be an arm's length transaction as the directors and officers of Wintraysan currently have no interest in Orion.

As disclosed in Orion's press release dated October 13, 2009, Orion was recently incorporated for the purposes of entering into an acquisition agreement with Auriga Energy Inc. (a private Alberta oil and gas company with assets in the Kaybob, Redwater and Bigstone areas of Alberta) ("Auriga"), Sprott Resource Corp. (a significant shareholder of Orion) and the principal shareholders of Auriga. Orion completed its acquisition of Auriga on October 20, 2009. Upon completion of the Proposed Qualifying Transaction, Wintraysan will continue to carry out the business of Orion as currently contemplated to be constituted.

For additional information in respect of the Proposed Qualifying Transaction, readers are directed to Wintraysan's press releases dated October 13, 2009, October 14, 2009 and November 2, 2009 and the Amalgamation Agreement, which are posted on SEDAR at www.sedar.com.

Description of Significant Conditions to Closing

Completion of the Proposed Qualifying Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, Exchange acceptance. Other necessary conditions to the closing of the Proposed Qualifying Transaction, include obtaining all other necessary regulatory and third-party approvals and authorizations and other matters. As the Proposed Qualifying Transaction is an arm's-length transaction, it is anticipated that Wintraysan shareholder approval will not be required. There can be no assurance that the Proposed Qualifying Transaction will be completed as proposed or at all.

Cautionary Statements

This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws relating to the proposal to complete the Proposed Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Qualifying Transaction and associated transactions. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Qualifying Transaction and associated transactions, that the ultimate terms of the Proposed Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Proposed Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. None of Wintraysan, AcquireCo or Orion undertakes any obligation to comment on analyses, expectations or statements made by third-parties in respect of Wintraysan, AcquireCo or Orion or their respective financial or operating results or (as applicable), their securities, except as otherwise required by applicable securities law.

Contact Information

  • Orion Oil & Gas Ltd.
    Gary S. Guidry
    President & Chief Executive Officer
    (403) 297-1430
    or
    Orion Oil & Gas Ltd.
    Suite 1440, 140 4th Avenue S.W.
    Calgary, AB T2P 3N3