Aztek Energy Ltd.

Spartan Exploration Ltd.

Spartan Exploration Ltd.

December 22, 2009 10:27 ET

Spartan Exploration Ltd. and Aztek Energy Ltd. Announce Closing of Previously Announced Bought Deal Financing

CALGARY, ALBERTA--(Marketwire - Dec. 22, 2009) -


Spartan Exploration Ltd. ("Spartan"), a private oil and gas company with operations in Saskatchewan and Alberta, and Aztek Energy Ltd. ("Aztek") (TSX VENTURE:AZT.H) are pleased to announce that Aztek has successfully completed the previously announced bought deal private placement of subscription receipts of Aztek ("Subscription Receipts") at a price of $0.17 per Subscription Receipt (the "Offering"). The Offering was completed through a syndicate of underwriters co-led by GMP Securities L.P. and Clarus Securities Inc., and including CIBC World Markets Inc., Research Capital Corporation, Macquarie Capital Markets Canada Ltd., FirstEnergy Capital Corp. and Captus Partners Ltd. Including the option granted to the Underwriters, which was exercised in full, a total of 88,412,000 Subscription Receipts were issued for aggregate gross proceeds of approximately $15.0 million.

As previously announced, Spartan and Aztek have entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which Spartan will acquire all of the issued and outstanding common shares ("Aztek Shares") of Aztek on the basis of 0.0805 of a common share of Spartan (a "Spartan Share") for each 1.0 Aztek Share by way of a plan of arrangement (the "Arrangement").

The gross proceeds of the Offering will be held in escrow pending the completion of the Arrangement. If the Arrangement is completed and certain other conditions are satisfied on or before February 1, 2010, the proceeds will be released to Aztek (or as otherwise directed by Aztek). If the Arrangement is not completed by February 1, 2010, the Arrangement Agreement is terminated at an earlier time or it is otherwise determined that the Arrangement will not be completed, holders of Subscription Receipts will receive a cash payment equal to the aggregate subscription price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

Provided that the Arrangement is completed on or before February 1, 2010 and certain other conditions have been satisfied, each Subscription Receipt will entitle the holder thereof to receive, without the payment of any additional consideration and without any further action on the part of the holder thereof, one Aztek Share immediately prior to the effective time of the Arrangement, which Aztek Shares shall be exchanged under the Arrangement for Spartan Shares on the basis of 0.0805 of a Spartan Share for each Aztek Share.

The net proceeds of the Offering will be used by Spartan upon completion of the Arrangement to fund ongoing exploration and development activities and for general corporate purposes.

The Subscription Receipts and the Aztek Shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws. The Spartan Shares issued in exchange for such Aztek Shares under the Arrangement shall be, subject to certain restrictions under applicable Canadian securities laws, freely tradable.

It is a condition to completion of the Arrangement that the Spartan Shares be listed on the facilities of a recognized Canadian stock exchange in conjunction therewith. In connection with the completion of the Arrangement, the Aztek Shares shall be delisted.

Completion of the Arrangement is also subject to receipt of the approval of 66 2/3% of the Aztek shareholders voting in person or by proxy at a meeting of the Aztek shareholders to be held on January 15, 2010, to consider the Arrangement, as well as customary court, regulatory and exchange approvals.

About Spartan

Spartan, a privately held corporation based in Calgary, Alberta, has been engaged in the business of acquiring crude oil and natural gas properties and exploring for, developing and producing oil and natural gas in western Canada since mid 2008. Upon completion of the Arrangement, Spartan will be uniquely positioned with a significant position in each of the three leading oil resource plays in western Canada, being the Bakken light oil resource play in southeast Saskatchewan, the Lower Shaunavon medium gravity oil resource play in southwest Saskatchewan and the Cardium light oil play in central Alberta.

About Aztek

Aztek Energy Ltd. is a junior oil and gas company formed to generate and develop its own prospects, acquire oil and gas properties and participate with joint venture partners in oil and gas exploration and development in the Western Canadian Sedimentary Basin. The Aztek Shares trade on the NEX board of the TSX Venture Exchange under the symbol AZT.H.


Statements in this joint press release contain forward-looking information including, without limitation, timing and completion of the Arrangement and the use of proceeds of the Offering. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Spartan and Aztek. These risks include, but are not limited to; 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, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Neither Spartan or Aztek undertakes any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

Certain of the information contained in this press release assumes that Spartan has completed the Arrangement on the anticipated basis and times set forth herein. The Arrangement is subject to the receipt of the approval of the shareholders of Aztek, the approval of the Court of Queen's Bench for the province of Alberta as well as all other necessary regulatory approvals. The anticipated listing of the Spartan Shares on a recognized Canadian stock exchange is subject to the conditional approval of that stock exchange and Spartan satisfying the listing requirements and all other requirements of such exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

  • Spartan Exploration Ltd.
    Richard F. McHardy
    President & CEO
    (403) 294-9196
    (403) 294-9126 (FAX)
    Spartan Exploration Ltd.
    1000, 606 - 4th Street SW
    Calgary, Alberta
    Aztek Energy Ltd.
    Raymond J. Hodgkinson
    COO & Director
    (403) 662-2028
    (403) 299-9601 (FAX)
    Aztek Energy Ltd.
    2800, 715 - 5th Avenue SW
    Calgary, Alberta