Wintraysan Capital Corp.
TSX VENTURE : WTS.P

November 02, 2009 15:43 ET

Wintraysan Capital Corp., 1498513 Alberta Ltd. and Orion Oil & Gas Ltd. (Formerly 1491542 Alberta Ltd.) Announce Entering Into of Arrangement Agreement for Business Combination

VANCOUVER, BRITISH COLUMBIA and CALGARY, ALBERTA--(Marketwire - Nov. 2, 2009) -

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

Wintraysan Capital Corp. (TSX VENTURE:WTS.P) ("Wintraysan" or the "Corporation"), 1498513 Alberta Ltd. (the recently incorporated wholly-owned subsidiary of the Corporation) ("AquireCo") and Orion Oil & Gas Ltd. (formerly 1491542 Alberta Ltd.) ("Orion") are pleased to announce that they have entered into an agreement dated October 30, 2009 (the "Arrangement Agreement"), relating to the acquisition by the Corporation of all of the issued and outstanding securities of Orion by way of the amalgamation of Orion and AcquireCo pursuant to a plan of arrangement (the "Arrangement") to be conducted in accordance with the provisions of the Business Corporations Act (Alberta). Pursuant to the Arrangement Agreement, Wintraysan will acquire all of the currently issued and outstanding securities of Orion, including common shares of Orion (the "Orion Shares") via the issuance of common shares or other securities convertible into common shares in the capital of Wintraysan (the "Wintraysan Shares"), which will be issued on the basis of (3) Wintraysan Shares for every one (1) Orion Share (0.2 Wintraysan Shares on a post-consolidated basis, based on the intended 15-1 consolidation ratio).

Proposed Qualifying Transaction

Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the Arrangement and associated transactions (collectively, the "Proposed Qualifying Transaction") to constitute the "Qualifying Transaction" of the Corporation (as such term is defined in the policies of the Exchange). The Proposed Qualifying Transaction will be an arm's length transaction as the directors and officers of Wintraysan currently have no interest in Orion.

As disclosed in the Corporation's press release dated October 13, 2009, Orion was recently incorporated for the purposes of entering into an acquisition agreement with Auriga Energy Inc. (a private Alberta oil and gas company with assets in the Kaybob, Redwater and Bigstone areas of Alberta) ("Auriga"), Sprott Resource Corp. (a significant shareholder of Orion) and the principal shareholders of Auriga. Orion completed its acquisition of Auriga on October 20, 2009. Upon completion of the Proposed Qualifying Transaction and assuming completion of the Brokered Financing (as defined below), the Corporation will continue to carry out the business of Orion as currently contemplated to be constituted.

Proposed Brokered Financing

As disclosed in the Corporation's press release of October 14, 2009, Orion has entered into an equity financing agreement with a syndicate of agents co-led by Cormark Securities Inc., FirstEnergy Capital Corp. and TD Securities Inc., pursuant to which, Orion has agreed to raise, on a best efforts agency basis, $100,000,000 (the "Brokered Financing") from the sale of subscription receipts.

For additional information in respect of the Proposed Qualifying Transaction and the Brokered Financing, readers are directed to the Corporation's press releases dated October 13, 2009 and October 14, 2009, which are posted on SEDAR at www.sedar.com.

Description of Significant Conditions to Closing

Completion of the Proposed Qualifying Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, Exchange acceptance. Other necessary conditions to the closing of the Proposed Qualifying Transaction, include obtaining all other necessary regulatory and third-party approvals and authorizations, completion of the Brokered Financing and other matters. As the Proposed Qualifying Transaction is an arm's-length transaction, it is anticipated that Wintraysan shareholder approval will not be required. There can be no assurance that the Proposed Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Proposed Qualifying Transaction and associated transactions, any information released or received with respect to the Proposed Qualifying Transaction and associated transactions, may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In accordance with Exchange policy, the Wintraysan Shares are currently halted from trading and will remain halted until further notice.

Cautionary Statements

This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws relating to the proposal to complete the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing), including statements regarding the terms and conditions of the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing). Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing), that the ultimate terms of the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing) will differ from those that currently are contemplated, and that the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing) will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. None of the Corporation, AcquireCo or Orion undertakes any obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, AcquireCo or Orion or their respective financial or operating results or (as applicable), their securities, except as otherwise required by applicable securities law.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Qualifying Transaction and associated transactions (including the Brokered Financing) and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • Wintraysan Capital Corp.
    Richard Graham
    Chief Financial Officer
    (604) 689-1428