Bridge Resources Corp.
TSX VENTURE : BUK

Bridge Resources Corp.

March 06, 2012 14:44 ET

Bridge Announces Details With Respect to Its Financial Reorganization Plan

CALGARY, ALBERTA--(Marketwire - March 6, 2012) - Bridge Resources Corp. (the "Corporation") (TSX VENTURE:BUK) announces the following details with respect to its financial reorganization plan (the "Plan"):

Purchase and Sale Agreement

Pursuant to the terms of a purchase and sale agreement (the "Purchase Agreement") dated March 6, 2012, Bridge Energy Inc., a wholly owned subsidiary of the Corporation, has agreed to sell a 36% working interest (of its 50% working interest) in the Willow Hamilton Development Area and has agreed in principle to sell an 85% working interest in its 100% leased Idaho acreage outside the Willow Hamilton Development Area (the "Idaho Acreage") to an arm's length private oil and gas Corporation based in Houston, Texas (the "Purchaser") in exchange for:

  • cash proceeds of US$1,500,000;
  • a 6% net profits interest in the Willow Hamilton Development Area (the "Willow Hamilton NPI") to be issued to the Senior Lending Syndicate (defined below); and
  • a 15% carried working interest in a US$8,000,000 exploration program on the Idaho Acreage (the "Idaho CWI").

The Purchase Agreement is subject to various conditions including but not limited to receiving the approval of the Corporation's shareholders (the "Shareholders") and the TSX Venture Exchange (the "TSXV") and the consent of a syndicate of banks led by the Royal Bank of Scotland (the "Senior Lending Syndicate") that provided the Corporation with a secured credit facility and certain members of the Senior Lending Syndicate that provided the Corporation with a US$500,000 credit facility (collectively, the "Credit Facilities"). The aggregate balance of secured debt, accrued interest and fees at the date of the Meeting (defined below) is expected to be approximately US$47.9 million.

Credit Facilities

The Corporation has reached an agreement in principle with the Senior Lending Syndicate with respect to a general release and discharge of all of the Corporation's obligations under the Credit Facilities. Subject to entering into definitive documentation and final credit committee approval from the Senior Lending Syndicate, the Corporation anticipates granting the Senior Lending Syndicate the following in exchange for a full and final release of all of the Corporation's obligations under the Credit Facilities:

  • the Willow Hamilton NPI;
  • the 25% pre-tax net profits interest in UK Petroleum Production License P.1061 (the "Durango NPI");
  • a 14% working interest (of its 50% working interest) in the Willow Hamilton Development Area;
  • a 4.5% carried working interest in the Idaho Acreage;
  • a 3% overriding revenue royalty interest over the Idaho CWI; and
  • residual cash proceeds after the payment of certain trade creditors in Idaho.

Promissory Note

The Corporation has reached an agreement in principle with Conig 818 LLC ("Conig") with respect to a general release and discharge of all of the Corporation's obligations under a CDN$20,000,000 amended and restated unsecured subordinated convertible promissory note dated August 20, 2008, as amended and restated (the "Convertible Promissory Note") in addition to accrued interest thereon at the end of March 2012 of approximately CDN$178,243. Subject to the satisfaction of certain conditions precedent, including entering into definitive documentation, approval of the TSXV, and consent of the Senior Lending Syndicate, the Corporation will provide Conig the following in exchange for a full and final release of all of the Corporation's obligations under the Convertible Promissory Note:

  • a 3.5% carried working interest in the Idaho Acreage; and
  • the issuance of a US$4,000,000 secured promissory note with a term of 18 months from the date of closing of the transactions described herein and an interest rate of 10% per annum (which interest may be fully satisfied by the issuance of shares during the first 12 months, and thereafter through the payment of cash). The note will also provide that the Corporation may fully satisfy the note through the payment of cash in the amount of $2,000,000 on or before December 31, 2012, or $3,000,000 during the period of January 2, 2013 to September 29, 2013.

Annual and Special Meeting

The foregoing transactions constitute a sale of all or substantially all of the property and assets of the Corporation.

In order to complete the Plan, the Corporation will hold an annual and special meeting of Shareholders on March 30, 2012 (the "Meeting") to approve, among other matters:

  • the sale of all or substantially all of the property and assets of the Corporation to the Purchaser, subject to TSXV approval;
  • the consolidation of the Shares on a 100 for 1 basis (resulting in the 166,055,895 pre- consolidation Shares that are currently outstanding being reduced to approximately 1,660,558 post-consolidation Shares), subject to TSXV approval; and
  • the change of the Corporation's name to "Idaho Natural Resources Corp.", subject to TSXV approval.

The board of directors believes that the consolidation of the Shares should enhance their marketability as an investment and should facilitate additional financings to fund operations in the future.

At closing, the Corporation further intends to settle $246,500 owing to its former management and current management and directors via a combination of cash and the issuance of Shares or options pursuant to TSX-V Policy 4.3, Shares For Debt.

Upon completion of the Plan, the Corporation's sole asset will be a 7.0% carried working Interest in the Idaho Acreage representing 46.7% of the Idaho CWI. In the absence of completing the Plan, the Corporation will be forced to file for bankruptcy protection.

Additional details will be set forth in an Information Circular to be mailed to Shareholders.

Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, certain information presented herein constitutes "forward-looking statements". More particularly, this press release contains forward-looking statements concerning the sale of all or substantial all of the assets and property of the Corporation, the entering into of definitive agreements with the Senior Lending Syndicate and definitive documentation with Conig on the terms described herein, the matters to be approved at the Meeting and the timing thereof. The forward-looking statements contained in this press release are solely opinions and forecasts which are uncertain and subject to risks. Forward-looking statements include but are not limited to uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: non-performance of agreements in accordance with their terms; the impact of competition; commodity prices; regulatory environment and inability to obtain required Shareholder, Senior Lending Syndicate and regulatory approvals; tax laws and treatment; the ability of the Corporation to raise sufficient capital to complete future projects and satisfy future commitments; labour and material shortages; and certain other risks detailed from time to time in the Corporation's public disclosure documents which can be found at www.sedar.com. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned that the assumption used in the preparation of the forward-looking statements, although considered reasonable at the time of preparation may prove to be imprecise and, as such undue reliance should not be placed on forward- looking statements.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Contact Information