Drift Lake Resources Inc.
TSX VENTURE : DLA

April 27, 2011 17:41 ET

Drift Lake Resources Inc. Announces Closing of Business Combination

TORONTO, ONTARIO--(Marketwire - April 27, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Deal Structure

Drift Lake Resources Inc. ("Drift Lake") (TSX VENTURE:DLA) is pleased to announce that it has closed its previously announced business combination (the "Business Combination") with Northbrook Energy, LLC ("Northbrook") and a special purpose finance company ("FinanceCo"), all pursuant to a Master Agreement dated as of January 17, 2011 (the "Master Agreement"). Pursuant to the terms of the Master Agreement, the Business Combination was structured in the form of a three-cornered amalgamation pursuant to which each of Northbrook and FinanceCo amalgamated with wholly-owned subsidiaries of Drift Lake, and all of the issued and outstanding securities of each of Northbrook and FinanceCo were acquired by Drift Lake from the existing holders thereof in consideration of the issuance of an aggregate of 78,160,001 common shares of Drift Lake (each, a "DLR Share") and an aggregate cash payment of $330,000. Also in connection with the Business Combination, an aggregate of 19,665,000 share purchase warrants of FinanceCo (the "FinanceCo Warrants") were exchanged for share purchase warrants of Drift Lake ("DLR Warrants") on a 1:1 basis, all as further described below.

Company Strategy

Following the Business Combination, Drift Lake will be focused on exploration and development opportunities in South America as well as exploration of the existing properties of Northbrook in the United States where Northbrook holds approximately 5348 gross acres and 3922 net acres in East Texas, covering 6 oil and gas prospects including the prospect known as the Big Cypress Prospect.

The initial South American focus of Drift Lake will be in Peru, Colombia and Paraguay. In Peru, Northbrook has agreed to acquire an undivided 25% interest in the prospect known as the Bayovar Prospect in consideration of (i) a cash payment in the aggregate amount of US$2,000,000; and (ii) the issuance of such number of DLR Shares as shall entail a value of US$3,000,000, based on the weighted average closing price of the DLR Shares on the TSX Venture Exchange for the first ten trading days after the completion of the Business Combination, subject to a minimum price of US$0.30 per DLR Share. The cash payment of US$2 million was funded by a short term bridge loan to NorthBrook, which has been re-paid with the release of the Escrowed Funds further described below. The agreement governing the acquisition remains subject to the receipt of all applicable approvals, including the approval of applicable regulatory authorities in Peru. In accordance with the terms of the acquisition agreement, Northbrook shall participate in the first five commitment wells drilled out of the ten well locations at the Bayovar Prospect approved by the Peruvian Ministry of Energy and Mines. In respect of all drilling activities in which Northbrook participates, it shall be responsible for 25% of the applicable costs plus a working interest payment in an amount equal to 2.5% of applicable costs for each of the first five commitment wells drilled; 1.5% of applicable costs for the next five wells drilled; and 1% of applicable costs for each well drilled thereafter. Northbrook's joint venture partner in the Bayovar Prospect shall be the operator of the Bayovar Prospect.

Drift Lake is also currently investigating possible farm-in deals on blocks in both Colombia and Paraguay.

Management

The new management team of Drift Lake will include Doug Manner as Chief Executive Officer, Keith Spickelmier as Executive Chairman and David Cherry as President and head of exploration, as well as Carmelo Marrelli who shall remain as Chief Financial Officer.

Chief Executive Officer

Doug Manner brings over 30 years of experience in the oil and gas industry including management of international operations that spans the world from the North Sea and West Africa to Indonesia and Australia in addition to his South American experience. Mr. Manner previously served as Vice-President and Chief Operating Officer of Gulf Canada where he supervised exploration programs in the Northwest Shelf of Australia, the Southern North Sea gas basins, Indonesia and Northern Alberta. Mr. Manner has also served as a Partner and Chief Operating Officer in Kosmos Energy, a private partnership focused on exploration in West Africa and funded by Warburg Pincus and Blackstone Capital Partners, and as Senior Vice President of Ryder Scott Company, a large, international reservoir engineering firm based in Houston and Calgary.

President and Chief Operating Officer

David Cherry has over 35 years in the oil and gas industry. He served as Vice President of American Public Energy Company, an American Stock Exchange company in the upstream oil and gas exploration industry. In 1981 he started his own private exploration company, Petroven Inc., targeting reserves in Texas, Oklahoma, Louisiana and New Mexico. Through farm-outs and direct participation in exploration projects, Mr. Cherry created over $20 MM of reserve value in Petroven.

Executive Chairman

Keith Spickelmier is a lawyer by training and practiced from 1986 until 2000. Prior to co-founding Northbrook, he was the founder and Chairman of Westside Energy. He was also the co-founder of JK Acquisition, a company he and his partner took public on the American Stock Exchange in a $75 MM IPO in 2006.

Resulting Company

Following the Business Combination, Drift Lake has an aggregate of 108,075,226 common shares issued and outstanding with approximately $18 million of available cash on hand and no debt.

Financing

In connection with the Business Combination, Drift Lake and FinanceCo previously completed a private placement pursuant to which an aggregate of 42,160,000 subscription receipts (the "Subscription Receipts") were issued at a price of $0.50 per Subscription Receipt to raise aggregate gross proceeds of $21,300,000 (the "Financing"). Of this total, an aggregate of 2,830,000 Subscription Receipts were issued by Drift Lake directly (the "DLR Subscription Receipts") and an aggregate of 39,330,000 Subscription Receipts (the "FinanceCo Subscription Receipts") were issued by FinanceCo. Immediately prior to the closing of the Business Combination, (i) each DLR Subscription Receipt was converted for no additional consideration into units ("DLR Units"), each DLR Unit consisting of one DLR Share and one-half of one DLR Warrant; (ii) each FinanceCo Subscription Receipt was converted for no additional consideration into units ("FinanceCo Units"), each FinanceCo Unit consisting of one common share of FinanceCo (each, a "FinanceCoShare") and one-half of one FinanceCo Warrant; and (iii) the gross proceeds of the Financing which had previously been deposited into escrow with Olympia Transfer Services Inc. (the "Escrowed Funds") were released. All FinanceCo Shares and FinanceCo Warrants were subsequently exchanged for DLR Shares and DLR Warrants in connection with the Business Combination. Each DLR Warrant entitles the holder thereof to acquire one additional DLR Share at an exercise price of $0.75 for a period of 18 months (subject to accelerated expiry in the event that the closing price of the DLR Shares exceeds $1.25 for 20 consecutive trading days).

An aggregate of 41,160,000 Subscription Receipts were issued on a brokered basis by co-lead agents Jones Gable & Company Limited and PowerOne Capital Markets Limited, with a syndicate that included Clarus Securities Inc., Salman Partners Inc. and Primary Capital Inc. (collectively, the "Agents"). Upon closing of the Financing, an aggregate of 2,366,700 broker warrants (the "Broker Warrants") were issued to the Agents as partial consideration for their services, each such Broker Warrant entitling the holder thereof to acquire one DLR Share at an exercise price of $0.50 until the date which is 18 months following the release of the Escrowed Funds. In addition, aggregate fees in the amount of $1,440,600 were paid to the Agents and certain other advisors assisting in the Financing, upon release of the Escrowed Funds.

Additional Details

For further details regarding the Business Combination please refer to the Filing Statement of Drift Lake dated March 31, 2011 available on SEDAR at www.sedar.com. Additional details regarding the property interests of Northbrook are also set forth in the independent resource study dated effective September, 2010 and entitled "Big Cypress Prospect Resource Study, Marion County, Texas, USA", and the report dated effective February 1, 2011 prepared by Ryder Scott Company-Canada with respect to the Bayovar Prospect, each available on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Drift Lake, FinanceCo and Northbrook, including, but not limited to, the impact of general economic conditions, inherent risks involved in the exploration for and development of crude oil and natural gas properties, the uncertainties involved in interpreting drilling results and other geological and geophysical data, fluctuating energy prices, the possibility of cost overruns or unanticipated costs or delays and other uncertainties associated with the oil and gas industry. Readers are cautioned that the assumptions used in the preparation of such information, 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.

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Contact Information

  • Drift Lake Resources Inc.
    Keith Spickelmier
    713-248-5981
    360 Bay Street, Suite 500
    Toronto, Ontario
    M5H 2V6