Transco Resources Corp.

May 24, 2006 15:52 ET

Transco and Bridge North Sea Limited Agree to Combine

CALGARY, ALBERTA--(CCNMatthews - May 24, 2006) -

Transco Resources Corp. and Bridge North Sea Limited Announce Proposed Combination

Transco Resources Corp. ("Transco") (TSX VENTURE:TRN.H) and Bridge North Sea Limited ("Bridge") are pleased to announce that they have entered into a binding letter of intent dated May 15, 2006 ("Agreement") to combine the businesses of Transco and Bridge by means of the acquisition of all the outstanding shares of Bridge (the "Proposed Transaction"). The Proposed Acquisition is at arm's length. As part of the transaction Transco will change its name to Bridge Resources Corp. ("BRC")

Description of Bridge and Transco Businesses

Bridge is a private company incorporated in 2005 under the laws of the Scotland. Bridge is owned equally by Edward J. Davies and Thomas J. Stewart, both of whom are US residents. Bridge's principal assets are located in the southern portion of the UK North Sea gas area.

Transco is engaged in the exploration for, and the development, production and acquisition of, natural gas and petroleum interests. Transco's strategy for growth includes an active acquisition, exploration, exploitation and development program.

Upon completion of the Proposed Combination, BRC will continue as an oil and gas exploration and development company, with focus in the gas area of the UK North Sea.

Bridge holds a 100% interest in four offshore exploration blocks located in water depths of 15 to 50m in the Southern UK North Sea. In aggregate, these exploration blocks cover 900 square kilometers.

Bridge was awarded two licences comprising the four blocks in the UK 23rd Bid Round effective December 22, 2005. All four blocks have work commitment requirements. Since award of the blocks, Bridge has completed all work requirements to date. These include the purchase of 920 km2 3D, which in excess of the 600 km2 commitment, and the purchase of over 2,000 km 2D seismic. Seismic reprocessing is currently underway to optimize drilling locations on both licences. The award terms require a commitment to drill one well on each of the two licences prior to December 22, 2007 with the further requirement that the wells be drilled within four years from the initial award date by December 22, 2009.

The primary reservoir targets on all four blocks are Carboniferous sandstones that produce in several UK North Sea fields. As reported through the UK Department of Trade and Industry, the average field size is 200 Bcf gas with field deliverability in the 50 to 130 MMcfgd range. Average well recoveries exceed 30 Bcf gas and drilling depths are from 3,000 to 4,000m.

Degolyer and MacNaughton has been engaged to prepare to provide a NI 51-101 compliant report on the prospects, additional information will be released related to the prospects upon completion of the report.

A financial summary of Bridge North Sea Limited for the periods indicated is as follows:

March 31, 2006

Current Assets 526,582
Petroleum and Natural Gas Properties 524,055
Current Liabilities 541,148
Operating Revenues -
Operating Expenses 16,316
Shareholders Equity (14,566)

Terms of Proposed Combination

Pursuant to the Agreement, all the issued and outstanding common shares of Bridge ("Bridge Shares") will be acquired for 8,000,000 Transco Shares at a deemed price of $1.10 per share. In addition the current shareholders of Bridge Shares will receive up to an additional 2,550,000 Transco Shares contingent upon BRC meeting performance milestones, which are expected to be met prior to the end of 2006.

The Proposed Combination is subject to a due diligence period which terminates on May 26, 2006, as well as standard conditions and approvals.

At the time of closing of the Proposed Transaction there are expected to be 31,601,682 BRC Shares. Certain of the BRC Shares issued pursuant to the Proposed Combination in exchange for Bridge Shares may be required to be deposited into escrow and released on terms to be determined in accordance with the requirements of the TSX Venture Exchange Inc. (the "Exchange").

Stock Options

BRC also intends to grant incentive stock options for 2,000,000 common shares in BRC at a price of $1.35, in conjunction with closing of the Proposed Combination, to certain directors, officers and employees and consultants of BRC.

New Management Upon Completion of the Proposed Combination

Upon completion of the Proposed Combination the directors of BRC will be David Antony, Charles Selby, Edward Davies, Thomas Stewart, George Watkins and Ken Yurkowski. The officers of BRC will be Edward Davies (President & CEO), Thomas Stewart (V.P. Exploration), Dave Antony (CFO), and Mr. Trevor Wong-Chor (Corporate Secretary).

Biographies for the proposed new officers and directors of BRC are as follows:

Edward Davies - Proposed President, CEO and Director

Mr. Davies holds a B.Sc. in Geology from the University of Wales; a Ph.D. in Geology from the University of Alberta; and a M.Sc. in Management from the Massachusetts Institute of Technology Sloan School. His previous experience comprises six years with Shell Canada; 20 years with Conoco Inc; and 10 years with Energy Corporation of America as Senior Vice President. Mr Davies has held diverse international management assignments including President Conoco Ecuador; Managing Director Conoco Nigeria; and Manager Exploration and Development for Conoco UK Limited.

Mr. Davies has been President of Bridge E & P Corporation since its formation in 2002. He is a member of the American Petroleum Institute 25 Year Society and the American Association of Petroleum Geologists Trustee Associates.

Thomas Stewart - Proposed Vice President Exploration and Director

Mr. Stewart holds a B. Sc. in Geology from the University of Wisconsin and completed all course work for the Masters Program in Geology at the University of Houston (ABT). Mr. Stewart's experience includes 6 years with Conoco Inc., and over 25 years working for small independent oil and gas exploration companies and as a consultant. In this capacity, he has worked from the US Gulf Coast to the Rocky Mountains developing and managing exploration plays. His international experience includes New Zealand and the North Sea.

Most recently Mr. Stewart was Manager of Geology for the Energy Corporation of America and since 2004 he has been Exploration Manger for Bridge E&P Corporation. Mr. Stewart is an active member in the American Association of Geologists and the Rocky Mountain Association of Geologists.

George Watkins - Proposed Director

Dr. Watkins holds a Ph.D. in Geophysics from Leeds; and a BSc in Mining from Leeds. Dr. Watkins has over 35 years experience in the international oil and gas industry, including 20 years with the Conoco Group. Dr. Watkins was Chairman and Managing Director of Conoco UK Ltd. from 1993 through 2002. Dr. Watkins is currently a director of Abbot Group plc, a provider of drilling, well intervention and engineering services; Intermediate Technology Institute in Scotland; UK Defense Procurement Agency; and is on the Board of Governors of Robert Gordon University in Aberdeen, Scotland.

Dr. Watkins has been a member of the Board of Directors and advisory committee of numerous organizations including Paladin Resources plc, Gulf Indonesia Resources Ltd, and the UK Department of Trade and Industry. Dr. Watkins is the past Chairman of the UK Offshore Industry Step Change in Safety Group, Past Chairman of the UK Petroleum Science and Technology Institute and Past President of the UK Offshore Operators Association.

David Antony - CFO and Current Director

Mr. Antony is a Chartered Accountant, with over 15 years experience with both private and public companies. He is currently Chief Executive Officer of Transco. As well Mr. Antony is President and a director of March Resources Corp. (MCF-TSX-V) and President and a director of Southern Pacific Resource Corp. (STP-TSX-V). From 1991 to 2001, Mr Antony was a partner at Halpin Antony Owen Mayer, Chartered Accountants.

Charles Selby - Current Director

Mr. Selby is both a Lawyer and a Petroleum Engineer. Mr Selby is currently Vice President and Corporate Secretary for Pengrowth Corporation Fund (PGF-TSX). As well Mr. Selby is Chairman and CFO of AltaCanada Energy Corp. (ANG-TSX-V), Director of Qwest Energy Corporation, a Director of Interex Oilfield Services Ltd. and a Trustee for EOG Saskatchewan Trust.

Ken Yurkowski - Proposed Director

Mr. Yurkowski has over 40 years experience in the offshore oil and gas drilling industry. Mr. Yurkowski has been involved in the offshore drilling and in-country liaison for Exxon Mobil, Esso Resources and Petronas Carigali SDN BHD. Mr. Yurkowski has been involved in the offshore drilling of wells in Malaysia, Australia, Vietnam, and in Canada offshore Nova Scotia.

Trevor Wong-Chor - Corporate Secretary

Mr. Wong-Chor is a securities and corporate commercial lawyer. Since September, 2004, he has been with Davis & Company LLP in their Calgary office. From October 1998, to September, 2004, Mr. Wong-Chor was with Borden Ladner Gervais LLP, and its predecessor firms. Mr. Wong-Chor obtained his undergraduate degree from the University of Victoria and his law degree from the University of Calgary.

Approvals and Conditions

The Proposed Combination is subject to both shareholder approval and regulatory acceptance under the policies of the Exchange.

In connection with the transaction, Transco will pay an arms length finder's fee of 100,000 common shares of Transco at a deemed value at the transaction price. The finder's fee is payable upon the closing of the above noted transaction. The finder's fee is subject to TSX-Venture Exchange acceptance.

Cautionary Statements

Completion of the Proposed Combination is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the Proposed Combination will be completed as proposed, or at all.

Investors are cautioned that any information released or received with respect to the Proposed Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Transco should be considered highly speculative. The Transco common shares will remain halted on the TSX Venture Exchange pending receipt of certain documentation by the TSX Venture Exchange. Prior to the commencement of trading an additional press release will be issued providing detailed information from the Degolyer and MacNaughton report on the prospects.

The Exchange has in no way passed upon the merits of the Proposed Combination and has neither approved nor disapproved the contents of this press release.

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