Wintraysan Capital Corp.
TSX VENTURE : WTS.P

October 13, 2009 18:50 ET

Wintraysan Capital Corp. and Orion Oil & Gas Ltd. (Formerly 1491542 Alberta Ltd.) Announce Letter Agreement for Business Combination

VANCOUVER, BRITISH COLUMBIA and CALGARY, ALBERTA--(Marketwire - Oct. 13, 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") and Orion Oil & Gas Ltd. (formerly 1491542 Alberta Ltd.) ("Orion") are pleased to announce that they have entered into a letter agreement dated October 13, 2009 (the "Letter Agreement"), whereby the Corporation has agreed to acquire all of the currently issued and outstanding securities, including common shares of Orion (the "Orion Shares") via the issuance of approximately 870,000,000 common shares or other securities convertible into common shares in the capital of the Corporation (the "Wintraysan Shares"), which will be issued on the basis of (3) Wintraysan Shares for every one (1) Orion Share (the "Exchange Ratio").

Wintraysan is a "capital pool company" as defined under the policies of the TSX Venture Exchange (the "Exchange") and intends for the proposed acquisition (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.

Orion was recently incorporated for the purposes of entering into an acquisition agreement with Auriga Energy Inc. ("Auriga"), Sprott Resource Corp. (the parent company of Orion) and the principal shareholders of Auriga. Auriga is a private Alberta oil and gas company with assets in the Kaybob, Redwater and Bigstone areas of Alberta. It is expected that Orion will complete its acquisition of all of the issued and outstanding securities of Auriga on October 20, 2009 and in any event no later than November 15, 2009.

Upon completion of the Proposed Qualifying Transaction, the board and management team of the Corporation will be reconstituted such that the board of directors will be comprised of Kent Jespersen (Chairman), Gary Guidry, Paul Dimitriadis, Robert B. Hodgins and another independent director yet to be appointed and the officers of the Corporation will be Gary Guidry (President and Chief Executive Officer) and Douglas Allen (Chief Financial Officer).

Upon completion of the Proposed Qualifying Transaction, the Corporation will be led by Gary Guidry, who has over 30 years of experience operating international oil and gas assets and who most recently served as Chief Executive Officer of Tanganyika Oil Company Ltd., which under Gary's leadership between May 2005 and December 2008, grew production to approximately 25,000 bbl/d with share price increasing from $6.50 to $31.50 per share at the time of its sale to Sinopec International Petroleum Exploration and Production Corporation in December 2008 for over $2.0 billion. Prior to this, Gary held positions including President and Chief Executive Officer of Calpine Natural Gas Trust, President and Senior Vice-President of AEC International and various senior management positions with Canadian Occidental Petroleum.

Douglas Allen was most recently the Senior Vice-President, Finance and Chief Financial Officer of North American Oil Sands Corporation, which was sold to Statoil ASA for $2.2 billion in 2007. Previously, he was the Managing Director and Energy Sector Head for Citibank Canada and Senior Manager, Energy Project Finance for the Royal Bank of Canada. He has over thirty years of experience in corporate finance and oil and gas industry executive roles.

Kent Jespersen is currently the Chief Executive Officer of La Jolla Resources International Ltd. and has held that position since 1998. Previously he held senior executive positions with NOVA Corp., Foothills Pipe Lines Ltd. and Husky Oil Limited. He is currently the Chairman and a director of Orvana Minerals Ltd. and CCR Technologies Ltd. and a director of TransAlta Corp., Seven Generations Energy Corp., Matrikon Inc., Axia NetMedia Corporation and CanElson Drilling Ltd.

Paul Dimitriadis is currently the Chief Operating Officer and General Counsel with Sprott Resource Corp. (the parent company of Orion) and serves on the board of directors of each of its investee companies. He was previously legal counsel for Sprott Consulting L.P. and prior thereto, practiced law with the firm of Blake, Cassels and Graydon LLP.

Robert B. Hodgins is an independent businessman with over 27 years of oil and gas industry experience. Most recently he was the Chief Financial Officer of Pengrowth Energy Trust. Previously, he held positions as Vice-President and Treasurer of Canadian Pacific Limited and Chief Financial Officer of TransCanada Pipelines Limited. He is currently a director of several public companies, including Fairborne Energy Ltd., AltaGas Income Trust, EnerPlus Resources Fund, Enerflex Systems Income Fund and MGM Energy Corp.

The Proposed Qualifying Transaction

Subject to any regulatory, shareholder, director or other approvals that may be required, the completion of satisfactory due diligence by Wintraysan and other conditions contained in the Letter Agreement, it is intended that Wintraysan will acquire Orion in a reverse take-over transaction which will be effected by way of an amalgamation, arrangement, share exchange or other similar form of transaction.

There are currently 7,545,454 Orion Shares issued and outstanding and, upon completion of the acquisition of Auriga and the private placements of Orion Shares to be completed in connection therewith, it is anticipated that there will be approximately 290 million Orion Shares issued and outstanding. Wintraysan currently has 2,300,000 issued and outstanding shares and options and agent's warrants to acquire up to 300,000 Wintraysan Shares issued and outstanding. Upon completion of the Proposed Qualifying Transaction but prior to the Brokered Financing (as defined below), it is anticipated that the current holders of Orion Shares will own over 99% of the issued and outstanding Wintraysan Shares and the current Wintraysan shareholders will own less than 1% of the issued and outstanding Wintraysan Shares. The Wintraysan Shares to be issued pursuant to the Proposed Qualifying Transaction may be subject to the escrow requirements of the Exchange, if applicable.

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 a condition precedent to the closing of the Proposed Qualifying Transaction, a brokered financing in a minimum amount of $100,000,000 (the "Brokered Financing") is to be completed.

Capitalization of the Resulting Issuer

It is anticipated that in conjunction with the Proposed Qualifying Transaction and Brokered Financing, Wintraysan will effect a consolidation (the "Consolidation") of the Wintraysan Shares on the basis of one (1) new Common Share for each fifteen (15) existing Wintraysan Shares. In addition, it is intended that Wintraysan will change its name to "Orion Oil & Gas Corporation" or such other name as may be approved by the board of directors of the Corporation (the "Name Change"). In accordance with applicable laws, the Consolidation and the Name Change are subject to the approval of the shareholders of the Corporation.

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, the completion of a definitive agreement setting forth the terms and conditions set out in the Letter Agreement, completion of the Brokered Financing, and the completion of due diligence. 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.

If and when a definitive agreement between Wintraysan and Orion is reached, in accordance with the policies of the Exchange, Wintraysan will issue a subsequent press release containing the details of the Proposed Qualifying Transaction, including information relating to sponsorship, summary financial information in respect of Orion, reserves information relating to the properties of Orion, and details with respect to the proposed directors, officers, and insiders of the Corporation upon completion of the Proposed Qualifying Transaction.

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. Neither Orion nor the Corporation undertakes any obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, 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