Reef Resources Ltd.
TSX VENTURE : REE

Reef Resources Ltd.

August 08, 2008 15:46 ET

Reef Resources Ltd. Announces Intention to Acquire Producing Kakwa Property and a $2.5 Million Convertible Debenture Financing

Reef Resources Ltd. Announces a Change in the Directors.

CALGARY, ALBERTA--(Marketwire - Aug. 8, 2008) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES.

Property Acquisition:

Reef Resources Ltd. ("Reef" or the "Company") (TSX VENTURE:REE) is pleased to announce that it has entered into a Purchase and Sale Agreement to acquire approximately 65 barrels oil equivalent (90% natural gas) of non operated production, for a purchase price of $2,300,000, in the Kakwa Area of Alberta, located 65 kilometres south of Grande Prairie, Alberta. Under the terms of the Purchase and Sale Agreement, Reef deposited a non-refundable $100,000 with the balance due August 31, 2008. Reef will have a 45% BPO working interest and a 30% APO working interest in 1,280 gross acres.

Current production is from the 1- 30-62-5W6 well with upside potential available for infill development of the Falher Formation for a total of three additional wells. The land is located in a multi zoned area with known production from the Cadomin, Bluesky and Falher zones, targeted as low risk, high impact drilling. Reef will examine further farm-in opportunities, land acquisition opportunities and production acquisition opportunities within the Kakwa Area.

Reef further announces that it will finance the acquisition by completing a non-brokered private placement of approximately 500 convertible debentures ("Debentures") for a total of approximately $2,500,000 (the "Offering"). Each Unit will be comprised of one $5,000 Debenture. Each $5,000 Debenture will carry a 10% coupon rate, paid quarterly, on outstanding balances. The Debentures can be converted into Reef common shares at the option of the holder at the rate of one common share per $0.30 of the outstanding principle balance for two years from the date of closing and at the rate of one common share per $0.50 of the outstanding balance until the principle balance is repaid. During the first year, Reef will pay interest only on the Debentures. Quarterly principle and interest payments will begin at the anniversary of the closing and will continue for the subsequent five years until all principle has been repaid. The full principle will be repaid at the end of the six year term of the Debentures. The Debentures are secured by the assets of the Company.

A finder's fee of cash equal to up to 8.5% of the gross proceeds of the Offering may be paid to certain arms length parties in connection with the Offering. Closing of the offering is expected to occur on or before August 25, 2008.

CHANGE OF DIRECTORS:

The Company announces that Mr. Harvey Pederson has agreed to join and act as a Director of the Company. Mr. Pederson has over thirty five years experience in domestic and international oil and gas exploration, production and project development. Mr. Pederson's operations experience ranges from coordination of multi-well optimization programs in Alberta and South America, coordination of numerous full cycle multi hundred well drilling programs, completion programs and production programs in Alberta.

Mr. Pederson was founding partner and President CEO of Petrolia Oil & Gas, a TSE listed company, and founding partner and V.P. Operations and an officer with Real Resources Inc. (merged with Tristar Oil and Gas Ltd.), a TSX listed company. Mr. Pederson attended the University of Oklahoma in the faculty of Geological Engineering.

Mr. Pederson is a welcomed addition to Reef's Board of Directors. His broad experience and knowledge of the many facets of oil and gas exploration, development, operations and management plus his business acumen skills will be an asset to the Company. Mr. Pederson's appointment is subject to approval of the TSX Venture Exchange.

The Company announces the resignation of Mr. David Shaw from the Board of Directors. The Company thanks Mr. Shaw for his contributions and assistance.

Reef was formed to participate in the exploration, development and production of conventional crude oil and natural gas reserves in western Canada and Ontario. Reef is also examining international opportunities. The Company's strategy is to build shareholder value through internally generated exploration and development drilling and through selective acquisitions.

Forward Looking Statements - This news release contains certain forward-looking statements, which include assumptions with respect to funds raised from a financing and future capital expenditures, The reader is cautioned that assumptions used in the preparation of such in formation may prove to be incorrect. All such forward looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. 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 TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Reef Resources Ltd.
    Arnie Hansen
    President & CEO
    (403) 251-9447
    (403) 265-9553 (FAX)
    or
    Reef Resources Ltd.
    Larry Olson
    Vice President, Finance
    (250) 490-3378
    (250) 493-3366 (FAX)