New Range Resources Ltd.
TSX VENTURE : RGE

New Range Resources Ltd.

October 23, 2009 17:35 ET

Update on Offer to Purchase New Range Shares and New Range Agrees to Sell Knopcik Asset

CALGARY, ALBERTA--(Marketwire - Oct. 23, 2009) - New Range Resources Ltd. (TSX VENTURE:RGE) ("New Range" or "the Corporation") announces that New North Resources Ltd. ("New North"), a non-arm's length, private, Calgary based petroleum and natural gas company, has delayed mailing its previously announced offer to acquire all of the common shares of New Range for cash consideration of $0.035 per share (the "Offer"), pending the completion and receipt of a formal valuation of the common shares of New Range.

As the Offer is considered an "insider bid" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), any New North offer to the shareholders of the Corporation will require (unless such requirement is waived or an exemption from such requirement is available) that an independent committee of members of the Board of Directors of New Range supervise the preparation of a formal valuation of the New Range common shares by an independent valuator. Such valuation will need to be completed and provided by New North to the Corporation in order for it to be in a position to make and mail its offer to New Range's shareholders in accordance with applicable Canadian securities laws. The independent committee of the directors of the Corporation is in the process of engaging (at New North's expense) an independent valuator to prepare the formal valuation, which is expected to be completed prior to November 30, 2009, the revised proposed mailing date of the Offer materials.

In order to manage New Range's liquidity risk, by providing additional capital resources for meeting financial obligations as they come due, New Range also announces it has entered into a letter agreement with New North ("Letter Agreement") to sell all of its interests in the natural gas well located in the Knopcik area of Alberta, at 14-9-74-11 W6M (the "14-9 well"), and the associated facilities, to New North for the cash purchase price of $790,000, subject to normal industry closing adjustments. The 14-9 well was shut-in from March 18, 2009 to September 29, 2009, due to economic conditions, and is currently producing at a rate of approximately 1.2 mmcf per day (235 mmcf net to New Range).

New Range and New North (the operator of the 14-9 well) each hold a 30% working interest ("WI") in the 14-9 well and associated facilities. It is New North's position that a third-party industry partner holding a 40% WI in the 14-9 well is currently in default under the joint operating agreement for its 40% share of capital and operating costs and expenses relating to the 14-9 well and facilities. These amounts payable under the joint operating agreement remain outstanding and are currently the subject of civil litigation. Under the 14-9 well joint operating agreement, the non-defaulting participants in the 14-9 well are required to cover the defaulting partner's amounts payable there under, pro rata, which for New Range amounts to an obligation of approximately $300,000. New North has agreed in the Letter Agreement to assume New Range's benefits and losses that may be incurred in connection with the civil litigation, which includes the indemnification of New Range in respect of this $300,000 obligation.

New Range's Report on Reserves Data (Form 51-101F1), effective at December 31, 2008 and dated March 10, 2009, prepared by GLJ Petroleum Consultants in accordance with the requirements of Canadian National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, based on forecast price and cost assumptions (discounted at 10% per year and before income taxes), estimated the present value of New Range's total proved reserves to be $2,665,000, with the total proved reserves allocated to Knopcik having a present value of $710,000. It should not be assumed that the aforementioned estimated future net cash flow values are representative of the fair market value of New Range's proved reserves. A copy of New Range's Report on Reserves Data (Form 51-101F1) is available at www.sedar.com. The Board of Directors of New Range will be provided a fairness opinion as to the value of the disposition of 14-9 well, such opinion to be provided by Emerging Equities Inc., the Corporation's financial advisor.

Completion of the acquisition of the 14-9 well is subject to customary regulatory approvals and other conditions, including the consent of the Corporation's bank, entering into a formal purchase and sale agreement and the approval of the TSX Venture Exchange. Proceeds from the sale of the 14-9 well will be applied to reduce indebtedness under New Range's credit facility with its bank ($669,521 at August 31, 2009) and to reduce trade creditor payables. The effective date of the sale of the 14-9 well will be October 1, 2009, with closing anticipated to occur on or about November 12, 2009.

The sale of the 14-9 well constitutes a related party transaction under MI 61-101 because the transaction involves parties related to the Corporation. The Corporation is relying on the "financial hardship" exemption in subsections 5.5(g) and 5.7(1)(e) of MI 61-101 to complete the transaction without obtaining an independent valuation or minority shareholder approval that MI 61-101 would otherwise require.

The sale of the 14-9 well will not have an impact on the purchase price of $0.035 per share under the Offer of New North. However, the sale of the 14-9 well (and New North's assumption of any benefits and liabilities relating to the associated civil litigation) may have a beneficial impact on the ability of New Range to seek strategic alternatives to that of the Offer. As a result, New North further agreed under the Offer to provide New Range with additional time to seek strategic alternatives (without triggering the $50,000 break fee) for consideration and recommendation by the independent committee of the Board of New Range, for the purposes of maximizing shareholders' value.

Subject to the receipt of the formal valuation by the independent committee of the Board of New Range, and barring a a superior strategic alternative, if any, it is anticipated that the Offer materials will be mailed to the New Range shareholders on or about November 30, 2009.

About New Range Resources Ltd.

New Range is a Calgary based emerging oil and natural gas company, engaged in the exploration, development, acquisition and production of natural gas and medium to light gravity crude oil reserves in Alberta. New Range's common shares trade on the TSX Venture Exchange under the symbol RGE.

New Range's primary corporate objective is to achieve non-dilutive growth and enhance shareholder value through internal prospect development, strategic production acquisitions and prudent financial management.

Reader Advisory

This document contains forward-looking statements. More particularly, this document contains statements concerning the proposed transactions, including transaction values, and the completion of the proposed transactions.

The forward-looking statements are based on certain key expectations and assumptions made by New Range, including expectations and assumptions concerning timing of preparation and mailing of offer documents, completion of the proposed sale of the natural gas asset, receipt of required regulatory approvals and third party consents and the satisfaction of other conditions to the mailing of offer documents and completion of the offer and the sale of the natural gas asset.

Although New Range believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because New Range can give no assurance 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 regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties and risks that other conditions to the mailing and completion of the offer, and the sale of natural gas assets, are not satisfied on the timelines set forth herein or at all.

The forward-looking statements contained in this press release are made as of the date hereof and New Range 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.

Neither 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

  • New Range Resources Ltd.
    Hugh M. Thomson
    President & CEO
    (403) 532 - 4466
    (403) 303-2503 (FAX)
    hthomson@newrangeresources.com
    or
    Emerging Equities Inc.
    James B. Hartwell
    President & CEO
    (403) 216-8201
    (403) 216-8221 (FAX)
    jhartwell@eei.to