Tele-FIND Technologies Corp.
TSX VENTURE : TFT

Tele-FIND Technologies Corp.
CLK Energy Partners LLC

September 26, 2007 14:31 ET

Tele-FIND Technologies Corp to Acquire CLK Energy Partners LLC of New Orleans, Louisiana in Reverse Takeover and Restructuring

RICHMOND HILL, ONTARIO--(Marketwire - Sept. 26, 2007) - Tele-FIND Technologies Corp (TSX VENTURE:TFT) ("Tele-FIND" or the "Corporation) is pleased to announce that it has entered into a Term Sheet Agreement dated August 30, 2007 (the "Agreement") pursuant to which the Corporation will acquire all of the issued and outstanding membership interests of CLK Energy Partners LLC ("CLK"), a New Orleans based oil and gas exploration and production company, in exchange for the issuance of common shares ("Common Shares") in the capital of the Corporation (the "CLK Acquisition"). The CLK Acquisition constitutes a "Reverse Takeover" of the Corporation as such term is defined in the policies of the TSX Venture Exchange Inc. (the "Exchange").

In addition, pursuant to the terms of the Agreement, it is intended that the Corporation will complete a restructuring of the Corporation in conjunction with the completion of the CLK Acquisition, whereby the Corporation will (i) complete a share consolidation of the Corporation's issued and outstanding Common Shares on a two for one basis (the "Consolidation"); (ii) complete a private placement financing of units for gross proceeds of up to US $11,000,000 (the "Private Placement"); and (iii) obtain through CLK, an acquisition and development credit facility in the amount of US $60,000,000 (the "Credit Facility") (collectively, the CLK Acquisition, the Consolidation, the Private Placement, and the Credit Facility are referred to herein as the "Transaction"). In addition, subject to the approval of the shareholders of Tele-FIND, it is expected that the Corporation will change its name to "CLK Energy Corporation" (the "Name Change").

A special meeting of the shareholders of Tele-FIND (the "Meeting") will be held to consider and approve certain aspects of the Transaction in accordance with the policies of the Exchange and the Business Corporations Act (Ontario), including the CLK Acquisition, the Consolidation, and the Name Change. Management of Tele-FIND will prepare a management information circular outlining details of the Transaction, including the CLK Acquisition, to be mailed to shareholders of Tele-FIND in conjunction with the Meeting. There can be no guarantee that the shareholders of Tele-FIND will approve any of the foregoing.

All information contained in this news release with respect to CLK was supplied by CLK for inclusion herein, and with respect to such information, Tele-FIND and its board of directors and officers have relied on CLK.

HIGHLIGHTS OF THE TRANSACTION

The Parties

The Corporation was incorporated on January 15, 1997 under the provisions of the Business Corporations Act (Ontario) and is based in Richmond Hill, Ontario. Tele-FIND had been providing its call-centre expertise to a U.S. firm offering prescription drug consulting services to low-income citizens in the USA since September 2006 on a fee for service basis, but the contract was subsequently terminated by Tele-FIND in February 2007 due to insufficient activity and revenue to support the additional costs associated with it. The Company has also been providing management information services to a private Ontario corporation since April 2002, but that contract was terminated by the Company on May 31, 2007 due to adverse market conditions and due to transaction volumes failing to reach a sustainable level. The Company still continues to offer and support all aspects of its proprietary Tele-FIND Medical Support System and Tele-FIND Retrieval System.

As part of the Transaction the Company intends to dispose of its three distinct yet related products and services - Cross Border Prescription Services, Medical Support Systems and Tele-FIND Retrieval Systems - for a nominal consideration.

CLK is a limited liability company formed under the laws of Delaware in May, 2005 with an operational office located in New Orleans, Louisiana. CLK is an oil and gas exploration and production company, and CLK and its predecessor companies CLK Energy Inc., CLK Company LLC, CLK Company, and CLK Corporation (collectively the "Predecessors") have been active in the exploration and production of oil and gas since 1974. CLK is owned and managed by Mr. Robert McKee, Mr. Richard Gardner, Mr. Rolland Londot and Mr. Brent Kovach. The major stakeholders of CLK are Choctaw Producing Company LLC, a Louisiana corporation owned by Messrs. Gardner, McKee, Londot and Kovach, all of New Orleans, Louisiana (56.6%); Dunhill Capital Partners Inc., a Nevada corporation owned by Kroy Holdings Limited which in turn is owned by the Old Regent Trust, a trust of which Hughnie Laing, the wife of Glenn Laing, is beneficiary (12.5%); and Mastar Energy, Inc, a Texas corporation owned by Marshall A. Smith of Houston, Texas (12.5%).

CLK owns interests in an oil and gas producing property in southern Louisiana together with exploration prospects in South Louisiana and South Texas, and is currently acquiring leases in support of a prospect development joint venture in South Louisiana. In addition, CLK is currently negotiating to acquire an offshore Gulf Coast producing property and a Coal Bed Methane producing property in Eastern Kansas (collectively, the "Asset Acquisitions").

As of June 30, 2007, CLK had current assets of US$339,305 and total property and equipment of US$10,813,608. Total liabilities as at June 30, 2007 were US$5,430,899, comprised of US$4,466,603 in current liabilities and US$964,286 in long term liabilities. Oil and gas revenues, net of royalties, for the six month period ended June 30, 2007 were US$268,106. CLK incurred a net loss of US$2,347,573 for the period (including an asset impairment write down of US$1,270,361). The foregoing information has not been audited.

Upon completion of the Transaction, CLK will be a wholly owned subsidiary of the Corporation. Tele-FIND, through CLK, will seek to explore, develop and produce CLK's oil and gas assets. The total acreage to be controlled by Tele-FIND following completion of the Transaction is 57,016 gross acres (50,412 net acres). It is anticipated that Tele-FIND will be a Tier 2 Oil and Gas Issuer under the policies of the Exchange.

For a description of the oil and gas properties currently held by CLK and the properties intended to be acquired by CLK pursuant to the Asset Acquisitions, please see the summary below under the heading "THE CLK PROPERTIES".

The CLK Acquisition and Related Transactions

In connection with the CLK Acquisition, it is intended that the Corporation will complete the Consolidation and the Private Placement and further, obtain the Credit Facility, each of which is summarized below. Unless otherwise noted, all references to Common Shares below are on a post-Consolidation basis.

The Consolidation

Prior to the completion of the CLK Acquisition, all of the issued and outstanding Common Shares will be consolidated on a two (2) old for one (1) new basis. The Consolidation is subject to the approval of the shareholders of the Corporation.

The Private Placement

Concurrently with, and as a condition of the Transaction Tele-FIND will complete the Private Placement for gross proceeds of up to US$11,000,000. The net proceeds of the Private Placement will be used to fund the drilling of both production and exploration targets on CLK's properties and for general working capital.

Pursuant to the Private Placement, the Corporation will issue up to 22,000,000 units of Tele-FIND (the "Units") at an estimated price of US$0.50 per Unit. Each Unit will be comprised of one (1) Common Share and one-half (1/2) Common Share purchase warrant ("Warrant"). Each full Warrant will entitle the holder to purchase one (1) Common Share at a price of US$0.80 per share for a period of two years following the closing of the Private Placement.

Silverbridge Capital Inc. ("Silverbridge") will act as the agent for the Private Placement. Silverbridge is a Limited Market Dealer in Ontario. It is currently anticipated that a cash commission of 10% will be payable on the gross proceeds of the Private Placement to the agent and that the agent will receive warrants entitling it to purchase that number of Common Shares equal to 10% of the number of Units sold pursuant to the Private Placement, exercisable for a period of two years at a price of US$0.50 per share (the "Agent's Warrants"). Glenn Laing who is President and a director of Silverbridge will be accepting a board position as a non executive director of Tele-FIND after the Transaction closes.

The Credit Facility

A leading mezzanine financial provider (the "Provider") is arranging with affiliated financial institutions to provide the Credit facility to CLK. The Credit Facility would be used to finance the Asset Acquisitions and the exploration, drilling and development of the CLK Properties and for additional working capital.

It is anticipated that the Credit facility will have a 4 year term, carry a prime plus 3 % interest rate and be secured against the properties of CLK. In addition it is anticipated that the Provider will be granted a 1-3% overriding royalty interest in all properties acquired during the term of the facility and warrants up to 7.5% of the outstanding shares of CLK exercisable for US$.50 per share. A 1.5% commitment fee, US $50,000 due diligence fee and US $25,000 semi annual administrative fees will also be paid.

The CLK Acquisition

Subject to the completion of satisfactory due diligence, a definitive share exchange agreement and receipt of applicable regulatory approvals, the Corporation intends to acquire all of the outstanding membership interests of CLK such that CLK will be a wholly owned subsidiary of Tele-FIND upon completion of the CLK Acquisition.

The consideration for the CLK Acquisition will be the issuance of 40,000,000 post Consolidation Common Shares (the "Purchase Shares") at a deemed price of US$0.50 per share for a deemed value of US$20,000,000 and the issuance to Choctaw Producing Company LLC of 4,125,000 warrants to purchase Common Shares at an exercise price of US$0.80 per common share for a period of 24 months following the date of grant. It is anticipated that those Purchase Shares to be issued to the current insiders of CLK who will be principals of the Corporation following completion of the CLK Acquisition will be subject to a Tier 2 Value Security Escrow Agreement under the policies of the Exchange, pursuant to which the Purchase Shares will be released over a 36-month period from the date of completion of the CLK Acquisition.

A finder's fee of 2 million post-Consolidation common shares of the Corporation will be paid to Surefund Capital Corporation ("Surefund"). The approximate valued of the finder's fee based on the deemed value of the transaction will be US$1 million. Surefund Capital Corporation is controlled by Gary Perkins., in his capacity as President of the corporation. Faryl Perkins, who is the wife of Gary Perkins, is the sole Director and Shareholder of Surefund Capital Corporation.

Share Capital of the Corporation

The Corporation currently has approximately 15,248,000 pre-Consolidation Common Shares issued and outstanding. Assuming the completion of the Transaction, namely: (i) the Consolidation; (ii) the issuance of 40,000,000 post-Consolidation Purchase Shares as consideration for the CLK Acquisition; (iii) the issuance of 22,000,000 post-Consolidation Common Shares pursuant to the Private Placement; and (iv) the issuance of 2,000,000 post-Consolidation Common Shares issued for the finders fee, the Corporation will have approximately 71,624,000 Common Shares issued and outstanding, of which the former shareholders of CLK will own approximately 55.84 %.

Conditions Precedent to Completion of the Transaction

Completion of the Transaction is subject to a number of conditions, including but not limited to:

(i) shareholder approval at the Meeting of the CLK Transaction;

(ii) the completion of satisfactory due diligence by Tele-FIND on CLK and by CLK on Tele-FIND and receipt of satisfactory tax advice;

(iii) completion and execution of a formal share exchange agreement between Tele-FIND and CLK in form and content satisfactory to each of them;

(iv) completion of the Asset Acquisitions;

(v) completion of the Private Placement;

(vi) the Corporation through CLK obtaining the Credit Facility;

(vii) approval or consent of any third party whose consent is required by Tele-FIND to complete the Transaction; and

(viii) approval of the transaction by the Exchange, and all other necessary regulatory, director, or other approvals as may be required.

Arm's Length Transaction

Under the policies of the Exchange, the CLK Acquisition was negotiated as and is being completed as an arm's length transaction.

PROPOSED MANAGEMENT

Upon completion of the Transaction, it is anticipated that Tele-FIND's board of directors will change with the appointment of CLK's nominees, namely Mr. Robert McKee (Chairman), Mr. Richard Gardner (Chief Executive Officer and President), Mr. Rolland Londot (Executive Vice President Exploration) and Mr. Brent Kovach (Chief Operating Officer). Mr. Glenn Laing will be appointed to the board of directors of Tele-FIND on a non-executive basis as a director. Tele-FIND intends to recruit additional independent directors to the board after the Closing of the Transaction. The background of each of the members of the board of directors and management of Tele-FIND on a post-Transaction basis will be as follows:



Mr. Robert ("Rob") McKee - Chairman
New Orleans, Louisiana


Mr. McKee has 35 years of experience in the oil and gas industry. He recently retired as Executive Vice President, Exploration and Production, for ConocoPhillips, a position he held since 1993 at Conoco, where he was responsible for Conoco's world-wide exploration and production operations. Mr. McKee graduated from the Colorado School of Mines with a Professional Engineering Degree in Petroleum Engineering, and also earned a Masters Degree in Industrial Management from Massachusetts Institute of Technology.



Mr. Richard ("Rick") Gardner - CEO and President
New Orleans, Louisiana


Mr. Gardner has been a senior member of CLK and its Predecessors since 1975 and has over 30 years of experience as a geophysicist. Prior to joining the Predecessors, Mr. Gardner was the supervisor at Mobil Oil Corporation responsible for the development and application of direct seismic hydrocarbon indicator (HCI) technology and training in the Gulf of Mexico. Mr. Gardner graduated from the Colorado School of Mines with a Mineral Engineer Degree in Physics.



Mr. Rolland ("RL") Londot - Executive VP Exploration
New Orleans, Louisiana


Mr. Londot is one of the three co-founders of CLK Energy, Inc. and its affiliates and has been with CLK Energy, Inc. since 1974. He has over 40 years of experience as a geologist. His area of expertise is integrating geological data with geophysical data in exploration evaluations, which includes the development of models of the subsurface geology, analyzing trap integrity, and reservoir properties. Mr. Londot is also directly involved in the estimation of reserve potential, exploration risk assessment, and evaluation of drilling activity. Prior to founding an affiliate of CLK in 1974, Mr. Londot was the geologic supervisor at Mobil Oil Corporation responsible for all oil and natural gas reserve calculations derived from direct seismic hydrocarbon indicator (HCI) evaluations in the Gulf of Mexico. Mr. Londot received a B.S. in geology from Louisiana State University in 1960.



Mr. Brent Kovach - CFO and COO
New Orleans, Louisiana


Mr. Kovach is responsible for business development, land, legal, treasury, financial accounting and financial risk management at CLK. He was employed by Shell Oil Co. and Shell Offshore Inc., as a Landman, from 1981 through 1983. In 1983 he founded PKR Oil, Inc. where he served as the President and CEO. PKR Oil, Inc. was involved with exploration and production in Texas, Louisiana, Wyoming and Tennessee. Mr. Kovach graduated from Florida State University with a B.S. in finance and geology. He has been with CLK since 2003.



Mr. Glenn Laing - Director
Oakville, Ontario


Mr. Laing holds a B.Sc Eng (Mining Geology) degree from the University of Witwatersrand, Johannesburg and an M.Sc (Mining Engineering) degree from Colorado School of Mines, USA. Mr. Laing has been involved in the natural resources and financial sectors for over 30 years. Mr. Laing's experience in the mining and exploration industry began in 1973 with underground, surface mining, and exploration experience in Southern Africa, Europe, Central Asia and Canada. In the 1990s his experience extended to investment banking and financing to the mining and oil and gas sectors. From 1993 to 1995 he worked for TD Securities Inc. in Toronto, Ontario as Senior Mining Analyst. In 1999 he formed Silverbridge Capital Inc., a limited market dealer in Ontario, of which he is currently President and a Director. In total, he has over 25 years experience in a managing director and/or President / CEO position of publicly listed companies. He is a director of Prime Capital Finance Pty Ltd - an Australian Corporate Finance and Advisory firm, CEO and President of St Andrew Goldfields Ltd. (TSX), Glass Earth Limited (TSX-Venture), Jumbo Petroleum Corporation (TSX Venture) and Youandi Capital Corp. (TSX Venture).



St George Management Services
Toronto, Ontario


Tele-FIND intends entering into a financial and administrative services agreement with St George Management Services Limited ("St George") after the closing of the Transaction. St George will provide Canadian corporate, financial, administrative, and investor relations services for the Company. Glenn Laing is a director of St George and St George is wholly owned by the Hughnie Laing Trust, whose sole beneficiary is Hughnie Laing, the spouse of Glenn Laing.

THE CLK PROPERTIES

The following is a summary of the principal oil and gas properties currently held by CLK or anticipated to be acquired by CLK pursuant to the Asset Acquisitions, utilizing funds to be provided by the Credit Facility. This summary has been derived from engineering reports on the producing properties prepared by United States Petroleum Engineers. Engineering reports on the producing properties in compliance with National Instrument 51-101 have been or are currently being prepared by the Company.

Properties Currently Held by CLK

Bayou Choctaw - South Louisiana, Onshore

Bayou Choctaw is a salt dome field discovered in 1931 that has produced over 30 million barrels of oil to date from 23 sands, Bol Mex and younger from 2000' to 11000' as reported in the James E. Smith & Associates, April 1, 1998 engineering report. The productive acreage is currently leased, optioned, or negotiating options by CLK. CLK is the operator, and is currently producing approximately 40 bopd, also from Bol Mex and younger reservoirs. The CLK business plan calls for drilling one well location to the Bol Mex (US$2.0368M net capex), and workovers of existing wells (US$.5816M net capex). Additional potential exists on the leases in untested Bol Mex fault blocks, and subsalt.



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Acreage
---------------------------------------------------------------------------
Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
2,023 1,349 66.666% 46.667%
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La Posada Prospect - South Louisiana, Onshore

La Posada is a deep-pool test of the Bayou Hebert / Tigre Lagoon Structure which has produced over 500 Bcfe to date from shallower reservoirs. The exploration well (US$2.8788M net capex) will test Miocene Cris R sand at 17,500 feet which was penetrated downdip by other wells in the basin and tied into the prospect using 3D seismic data.



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Acreage
---------------------------------------------------------------------------
Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
2,800 350 12.500%(i) 8.875%(i)
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(i) Represents current La Posada working interest. After casing point
working interest and NRI will be reduced to 9.375% and 6.656% respectively.


Southwest Louisiana Prospects 1&2 - South Louisiana, Onshore

These are amplitude-supported Lower Hackberry prospects on trend with current exploration activity and new production. Capex for the two wells is US$.1416M net to CLK.



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Acreage
---------------------------------------------------------------------------
Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
840 70 8.333% 6.0%
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Shary Lower Frio - South Texas, Onshore

Shary Lower Frio has shallow and deep targets on two separate production units. The 8400' Sand Prospect will test an amplitude anomaly updip of a productive well. The 9500' Sand Prospect is a test of a 3-way fault closure is updip of gas shows that were encountered in a well in the same fault block. Development capex is US$.9461M net to CLK.



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Acreage
---------------------------------------------------------------------------
Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
280 45 16.0625% 11.565%
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The Asset Acquisitions

The following is a summary of the oil and gas properties CLK is negotiating to purchase pursuant to the Asset Acquisitions.

Eastern Kansas Coalbed Methane Project - Eastern Kansas

The Eastern Kansas Coalbed Methane project is a 46,073 gross and 45,850 net acre property currently producing at a gross rate of approximately 500 Mcfgpd of gas from an 11 well pilot project. The current operator has begun an exploration drilling program to evaluate the leasehold outside of the 11 well pilot areas. Upon completion of the exploration drilling phase, CLK management will review the data to determine if commercial reserves exist to justify the installation of a dedicated pipeline. Total development capex and acquisition cost is estimated to be US$39.5822M net to CLK.



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Acreage
---------------------------------------------------------------------------
Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
46,073(a) 45,850(a) 100% 81%
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(a) Includes exploration leases outside of the producing pilot project.


The Eastern Kansas Coal Bed Methane project is currently in the negotiation stage, and until financing is completed and the acquisition closed, it is not an asset of CLK.

Offshore Producing Property - Gulf of Mexico

The Offshore Property is located in the Gulf of Mexico in 300 feet of water depth. Current net production is approximately 400 Bopd from eight (8) wells. The CLK business plan includes one drill-well location for proved undeveloped reserves, and one recompletion for behind pipe reserves. A recently available PSDM processed seismic volume will be purchased to re-map the field area, and to evaluate the subsalt potential of the lease. A non compliant study of the resource has been made. Total CLK net capex and acquisition cost is estimated to be US$25.7629M.



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Acreage
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Gross Acres Net Acres WI% Est. NRI%
---------------------------------------------------------------------------
5,000 2,748 54.960% 44.390%
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The Offshore Property is currently in the negotiation stage, and until financing is completed and the acquisition closed, it is not an asset of CLK.

Summary of CLK Properties

The following is a summary of the landholdings and working interests of CLK, assuming completion of the Asset Acquisitions.



---------------------------------------------------------------------------
Acreage
Producing Properties ---------------------------------------------
Net Acres Estimated
Gross Acres (To WI%) WI% NRI%
---------------------------------------------------------------------------
Currently Owned by CLK
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Bayou Choctaw (CLK Operated) 2,023 1,349 66.666% 46.667%
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Asset Acquisitions
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Coalbed Methane Project,
Eastern Kansas (Location not
identified due to ongoing
negotiation to purchase the
property)(1) 46,073(2) 45,850(2) 100.000 81.000%
---------------------------------------------------------------------------
Offshore Property, Gulf of
Mexico, USA (Location not
identified due to ongoing
negotiation to purchase the
property)(1) 5,000 2,748 54.960% 44.390%
---------------------------------------------------------------------------
Sub Total (Producing
Properties) 53,096 49,947
---------------------------------------------------------------------------



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Acreage
Exploration Prospects ------------------------------------------------
Net Acres Estimated
Gross Acres (To WI%) WI% NRI%
---------------------------------------------------------------------------
La Posada, Vermilion
Parish, Louisiana 2,800 350 12.500%(3) 8.875%(3)
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Southwest Louisiana
Prospect 1&2, Calcasieu
Parish, Louisiana 840 70 8.333% 6.000%
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Shary Lower Frio, Hidalgo
County, New Mexico 280 45 16.0625% 11.565%
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Subtotal Exploration
Properties 3,920 465
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Total (All Properties) 57,016 50,412
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(1) Pending Asset Acquisitions
(2) Includes exploratory leases outside of producing acreage
(3) Represents current La Posada working interest. After casing point
working interest and NRI will be reduced to 9.375% and 6.656%
respectively.


Qualified Person; Mr Rolland Londot is the Qualified Person in respect of the information on the CLK Properties. He has over 40 years experience in the oil and gas industry and is deemed to meet the requirements of the Qualified Person in terms of National Instrument 51-101.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Tele-FIND should be considered highly speculative.

Certain statements in this material may be "forward-looking statements" including outlook on oil and gas prices, estimates of future production, estimated completion dates of acquisitions and construction and development projects, business plans for drilling and exploration, estimated amount and timing of capital expenditures and anticipated future debt levels and royalty rates. Information concerning reserves contained in this material may also be deemed forward-looking statements as such estimates involve the implied assessment that the resources described can be profitably produced in the future. These statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated by Tele-FIND.

The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6 mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in the report are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

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

Contact Information

  • Tele-FIND Technologies Corp.
    Phil Small
    President
    (416) 618-8878
    or
    CLK Energy Partners LLC
    Rick Gardner
    Chief Executive Officer
    (504) 529-6100 x 106