TRIPLE 8 ENERGY LTD.

TSX VENTURE : TEE


June 25, 2010 08:30 ET

Triple 8 Energy Ltd. Announces Recapitalization Transaction and New Management Group

CALGARY, ALBERTA--(Marketwire - June 25, 2010) -

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

Triple 8 Energy Ltd. ("Triple 8" or the "Corporation") (TSX VENTURE:TEE) is pleased to announce that it has entered into a Reorganization and Investment Agreement (the Agreement") with Trevor Spagrud, Doug Bailey and Larry Hammond (the "Investor Group") pursuant to which:

  • a new management team will be appointed led by Trevor Spagrud as President & Chief Executive Officer, Doug Bailey as Chief Financial Officer, and Larry Hammond as Chief Operating Officer (the "New Management Team");
  • a new board of directors will be elected, comprised of Dan O'Neil, Greg Bay, Greg Turnbull, Rod Maxwell and Trevor Spagrud (the "New Directors", and the New Management Team and the New Directors collectively referred to herein as the "New Management Group"); and
  • the Corporation will be recapitalized with a non-brokered equity private placement of $8.5 million (the "Private Placement" and, collectively, the "Transaction").

Among other conditions, the Private Placement and the appointment of the New Management Team and the New Directors is subject to the approval of the TSX Venture Exchange (the "TSXV"). It is anticipated that Triple 8 will be renamed Hyperion Exploration Ltd. in the near future.

Following completion of the Transaction, which is expected to occur on or around July 15, 2010, the Corporation is expected to be debt free with a cash balance of approximately $10 million. Partial uses of this cash balance will be to acquire an oil and gas asset in northeast British Columbia (the "Assets") for $4.3 million plus applicable taxes and fees (the "Acquisition"). The closing of the Acquisition is anticipated to occur on or about July 28, 2010.

New Management Team

The New Management Team (see below for biographical information) brings a long and successful track record of creating shareholder value in the Canadian oil and gas sector. The New Management Team has demonstrated the ability to build a successful start-up oil and gas company by exploiting and creating value from under-developed resources.

Trevor Spagrud, P.Eng

President & Chief Executive Officer

Mr. Spagrud graduated from the University of Saskatchewan in 1990 with a Bachelor of Science degree in Mechanical Engineering. He is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. Mr Spagrud has over 20 years experience in the Canadian oil and gas sector. Previous experience includes the role of President, CEO and Director of Titan Exploration Ltd. a publicly traded, junior, exploration and production company that was purchased by Canetic Resources Trust / Penn West Energy Trust in December 2007. Prior to Titan, Mr. Spagrud held the position of Vice President, Engineering at Enterra Energy Corp. Enterra resulted from the merger of Big Horn Resources, a company Mr. Spagrud was the Vice President, Operations from 1997 to 2001. Prior to these positions Mr. Spagrud held positions at Truax Resources as Engineering Manager and Wascana Energy (Saskoil) as Senior Engineer.

Doug Bailey, CGA 

Chief Financial Officer

Mr Bailey has over 15 years experience in the finance and accounting industry, including in the oil and gas sector. Mr. Bailey began his career with Gibraltar Mortgage, a commercial mortgage lender and later at a successful Calgary based metal recycler, after which he served as project account and controller at Aecon Infrastructure primarily overseeing financial, accounting, and business development aspects of a large international construction project later to oversee and develop domestic projects. Subsequently Mr. Bailey was engaged in multiple financial consultancy roles including a multi-billion dollar oil sands construction project as deal structure contributor and financial analyst. For the past 6 years Mr. Bailey has taken on senior roles in the junior oil and gas sector including involvement in the financing, merging and dispositions, and restructurings of numerous junior entities. Concurrently Mr. Bailey has served as the Chief Financial Officer of Canadian Phoenix Resources Corp. 

Larry Hammond, P. Eng

Chief Operating Officer

Larry Hammond is a professional engineer with over 22 years of varied business, resource development, production and operations experience in the Canadian onshore and offshore oil and gas business and International oil and gas operations. Previously Mr. Hammond held positions of Vice President Canadian Operations for Enerplus Resources Fund and Business Unit Team Leader at EnCana Corp. Mr. Hammond's previous experience includes roles of increasing technical and business responsibility at PanCanadian Energy Corporation and Hibernia Management and Development Company Limited.

The existing Triple 8 management will resign in connection with the Transaction and the New Management will be appointed.

Board of Directors

The New Directors (see below for biographical information) have strong track records and distinguished careers in the oil and gas industry. The New Directors have held prominent executive and director positions with a number of successful companies in the Canadian oil and gas sector.

Dan O'Neil

Dan O'Neil is a professional engineer with over 27 years of varied exploration, exploitation, A&D, production and operations experience in the Canadian oil and gas business. Currently Mr. O'Neil is the President and CEO of Zapata Energy Corporation (to be renamed Surge Energy Inc.) Mr. O'Neil was most recently a founder and President and Chief Executive Officer of Breaker. Prior to founding Breaker, Mr. O'Neil held positions as Vice President Canadian Foothills/Frontiers Exploration and Vice President of the Grande Prairie Business Unit, both with EnCana Corporation.

Greg Bay

Mr. Bay is the President and CEO of Cypress Capital Management (founding partner) and brings with him over 25 years of experience in the investment industry with emphasis on the oil and gas sector. Mr. Bay obtained his chartered Financial Analyst Designation in 1988 and holds a Bachelor of Commerce in Finance from Brigham Young University. Mr. Bay also holds director positions with the Bellamont Exploration Ltd., Mullen Group Income Fund, Lions Gate Hospital Foundation Investment Committee, Fairborne Energy Limited and the University of British Columbia Industry Liaison Board.

Greg Turnbull

Mr. Turnbull is the Regional Managing Partner of the Calgary office of the law firm McCarthy Tétrault LLP. Throughout his career, he has dealt with all aspects of a public company's creation, growth, change and value maximization. He has extensive experience in, though not limited too, corporate finance and securities transactions, including public and private share and debt financings, takeover bids, initial public offerings, business combinations, corporate governance, regulatory matters both domestic and internationally. He provides advice on various corporate finance transactions and has been actively involved in the initial public offerings of more than 40 companies. He has acted as a director or officer for more than 35.

Mr. Turnbull is currently a director of Storm Exploration Inc., Heritage Oil Limited, BNP Resources Inc., Hawk Exploration Ltd., Canadian Superior Energy Inc. and Crescent Point Energy Corp, all publicly traded entities listed on the TSX or TSX Venture Exchange. Mr. Turnbull received his Bachelor of Arts (Honours) Degree from Queen's University in 1976 and his Bachelor of Laws Degree from the University of Toronto in 1979. He was called to the Alberta bar in 1980. Mr. Turnbull is a member of the Law Society of Alberta, the Canadian Bar Association and the Calgary Bar Association.

Rod Maxwell

Mr. Maxwell is Managing Director of StoneBridge Merchant Capital Corp. and has over 25 years of experience in the investment and financial advisory services industries. Prior to co-founding StoneBridge Merchant Capital Corp. in 1996, Mr. Maxwell was a Partner with an international financial advisory services firm. Mr. Maxwell holds a Bachelor of Commerce degree from the University of Calgary. He is a Chartered Accountant and is a member of both the Alberta and Canadian Institute of Chartered Accountants. In addition Mr. Maxwell is a Chartered Business Valuator and is a member of the Canadian Institute of Chartered Business Valuators. Mr. Maxwell is also a Director with Cathedral Energy Services Ltd. and KDC Energy Ltd.

Trevor Spagrud, P.Eng

President & Chief Executive Officer

(see above)

The existing Triple 8 board of directors will resign in connection with the Transaction and the New Board will be appointed.

Corporate Strategy

The New Management Team has identified various domestic asset acquisition opportunities within the broad market that provide for growth through application of development drilling, stepout drilling and implementation of secondary recovery schemes.

The plan will encompass the use of technical expertise and area knowledge to execute on a significant growth plan while maintaining prudent financial management, leading to and including the following characteristics:

  • Growth through accretive acquisitions leading to lower risk, scalable and repeatable development projects;
  • Aggressive oil weighted development providing visible and consistent reserve and production upside;
  • Build core operating areas with large land positions, infrastructure and operating control; and
  • Use prudent levels of debt to maintain financing, acquisition and disposition flexibility while concurrently optimizing the costs of capital.

The Acquisition

The Assets represent a significant step in advancing the New Management Team objective of adding value by increasing cash flow, reserves and production per share. A non-binding letter of intent has been entered into by the New Management followed by a binding purchase and sale agreement to be signed in the near future. With the execution of this purchase and sale agreement a non-refundable deposit shall be paid in the amount of $430,000. Total purchase including the deposit is $4.3 million plus applicable taxes and fees. Summary aspects of the Asset are:

Solid Production Base:

  • Low production decline rates;
  • Balanced light oil and gas production of approximately 75 boe/day;
  • High working interest operated asset;
  • Existing oil and gas infrastructure; and
  • Year round access.

Development Opportunity:

  • Approximately 10,000 net acres of undeveloped land;
  • Extensive 3-D seismic coverage;
  • Near term light oil development opportunity identified;
    • Repeatable low risk oil development drilling program with potential for future water flood development;
    • High quality, high rate of return development with top decile recycle ratio; and
  • Additional Multi-zone oil and gas opportunities identified.

The introduction of the New Management Group, and the completion of the Private Placement and the Acquisition will provide Triple 8 with a solid foundation for future growth and value creation.

Private Placement

Pursuant to the Private Placement, the New Management Group, together with certain additional subscribers identified by the New Management Group will subscribe for 51,500,000 units ("Units") of Triple 8 at a price of $0.06 per Unit. The balance of the Private Placement will be comprised of 87,785,714 common shares of Triple 8 ("Common Shares") at a price of $0.06 per Common Share, provided that up to 14,285,714 Common Shares issued on a "flow-through" basis pursuant to a the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.07 per Flow-Through Share, for total proceeds to Triple 8 of $8.5 million. In addition, the Investor Group has been granted an option (the "Option"), exercisable in whole or part up to 48 hours prior to the closing of the Private Placement, to increase the size of the Private Placement by up to 25,000,000 Common Shares at a price of $0.06 per Common Share for aggregate gross proceeds of $10,000,000, if the Option is exercised in full.

Each Unit will be comprised of one Common Share and one common share purchase warrant ("Performance Warrant") entitling the holder to purchase one Common Share at a price of $0.10 for a period of five years. The Performance Warrants will vest and become exercisable as to one-third upon the 20 day weighted average trading price of the Common Shares ("Market Price") equalling or exceeding $0.12, an additional one-third upon the Market Price equalling or exceeding $0.15 and a final one-third upon the Market Price equalling or exceeding $0.18. The Units issued under the Private Placement will be issued to and held by the New Management Group, provided that the member of the New Management Group remains an officer, director or employee of Triple 8, and will be subject to contractual escrow with one-third of such Units released every four months following the closing date of the Private Placement. It is anticipated that the members of the New Management Group will purchase an aggregate of up to 43,166,667 Units under the Private Placement with the result that they will hold approximately 24% of the basic outstanding Common Shares and approximately 38% of the Common Shares on a fully-diluted basis following the completion of the Private Placement.

The Common Shares and Flow-Through Shares issued under the Private Placement that are issued to third party investors will be subject to contractual escrow with one-third of such Common Shares and Flow-Through Shares, as the case may be, released every four months following the closing date of the Private Placement.

The proceeds from the Private Placement will be used to fund the purchase price in respect of the Acquisition, fund drilling in respect of the Assets, projected to commence in the second half of 2010, and for general working capital purposes.

Triple 8 Options and Warrants

Triple 8 currently has approximately 31.7 million Common Shares outstanding. In addition, Triple 8 has approximately:

  • 1.2 million options ("Triple 8 Options") outstanding with a weighted average strike price of approximately $0.14 per Common Share;
  • 6.0 million share purchase warrants outstanding with a strike price of $0.19 per Common Share (the "Tranche 1 Warrants"); and
  • 15.9 million share purchase warrants outstanding with a strike price of $0.05 per Common Share (the "Tranche 2 Warrants").

Under the terms of the Agreement, the Triple 8 Options must be exercised or terminated on or before the Closing Date and at least 10.0 million of the Tranche 2 Warrants must be exercised by the current holders thereof. In addition, it is a condition to the completion of the Transaction that approximately 3.0 million of the Tranche 1 Warrants be transferred to the New Management Group.

Shareholder and Stock Exchange Approvals

Completion of the Transaction is subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV. Under the policies of the TSXV, the Private Placement and the replacement of the existing management and directors with the New Management and the New Directors is subject to the approval of the disinterested shareholders of Triple 8. The required disinterested shareholder approval may be obtained by Triple 8 either by receipt of written consents by holders of more than 50 percent of the issued and outstanding voting shares of Triple 8 (the "Written Consent") or by approval of a resolution at a special meeting of shareholders (the "Triple 8 Meeting"). Pursuant to the Agreement, Triple 8 has agreed to obtain the Written Consent on or before July 9, 2010, failing which the Investor Group has the right to terminate the Agreement. In the event that the Written Consent is not obtained on or before July 9, 2010 and the Investor Group determines to proceed with the Transaction, Triple 8 has agreed to convene and hold the Triple 8 Meeting on or before August 13, 2010.

Boards of Directors' Recommendations

The board of directors of Triple 8 has determined that the Transaction is in the best interest of Triple 8 shareholders, unanimously approved the Transaction and recommends that Triple 8 shareholders approve the Transaction and execute the Written Consent. Any shareholder of Triple 8 wishing to obtain and execute the Written Consent should contact Triple 8 as set out below. The board of directors and officers of Triple 8 who, in aggregate, control over 30% of the Common Shares, have entered into support agreements pursuant to which they have agreed, among other things, to execute the Written Consent.

The Agreement

The Agreement contains a number of customary representations, warranties and conditions and provides for a reciprocal non-completion fee of $200,000 payable by Triple 8 and the Investor Group in certain circumstances. The complete Agreement will be accessible on Triple 8's SEDAR profile at www.sedar.com.

Financial Advisors

Wellington West Capital Markets Inc. and Desjardins Securities Inc. are jointly acting as financial advisor to the Investor Group with respect to the Transaction. In addition, GMP Securities L.P. is acting as strategic advisors to the Investor Group.

Forward Looking and Cautionary Statements

This document contains forward-looking statements. More particularly, this document contains statements concerning: the completion of the transactions contemplated by the Agreement, including both completion of the Private Placement and the future directors and officers of Triple 8; the ownership in Triple 8 of such directors and officers; the use of proceeds from the Private Placement; the completion of the Acquisition; the future strategy and focus for the Corporation and the New Management Group; future acquisitions and exploitation, development and resource opportunities; drilling projects; and net debt, undeveloped land, reserves and production of Triple 8.

The forward-looking statements are based on certain key expectations and assumptions made by Triple 8 or by the New Management Group, as applicable, including expectations and assumptions concerning: timing of receipt of required shareholder and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the transactions; prevailing commodity prices and exchange rates, applicable royalty rates and tax laws; future well production rates; reserve and resource volumes; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of financing, labour and services; and future operating costs.

Although Triple 8 and the New Management Group, as applicable, believe that the expectations and assumptions on which the forward-looking statements made by such party are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Agreement, or at all, and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in the Agreement or at all; the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; lack of marketing and transportation; loss of markets; environmental risks; competition; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations, and actual production may be greater or less than estimated.

The forward-looking statements contained in this press release are made as of the date hereof and Triple 8 undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Note: Boe means barrel of oil equivalent on the basis of 1 boe to 6,000 cubic feet of natural gas. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

In this press release: (i) MMcf means million cubic feet; (ii) MMcf/d means million cubic feet per day; (iii) boe/d means boe per day, and (iv) MMboe means million boe.

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 news release.

Contact Information