GFI Oil & Gas Corporation

GFI Oil & Gas Corporation

March 17, 2008 14:41 ET

GFI Oil & Gas Corporation Announces Completion of Salamander Transaction

CALGARY, ALBERTA--(Marketwire - March 17, 2008) - GFI Oil & Gas Corporation ("GFI") (TSX VENTURE:GFI) is pleased to announce today the completion of the previously announced plan of arrangement (the "Plan") among Salamander Energy plc (LSE: "SMDR") ("Salamander"), its indirect subsidiary Salamander Energy (Canada) Limited, GFI and the shareholders of GFI.

Under the terms of the Plan, Salamander indirectly acquired all of the issued and outstanding common shares of GFI under the Business Corporations Act (Alberta). Under the Plan, GFI shareholders were entitled to receive for each GFI share, at their option, either (i) US$0.3129 in cash and 0.1573 of an ordinary share of Salamander or (ii) 0.218 of an ordinary share of Salamander; subject to pro ration (as described in the Plan) to comply with the conditions that (a) the maximum aggregate amount of cash payable by Salamander pursuant to the arrangement is US$55 million and (b) Canadian residents do not hold more than 9.9% of the ordinary shares of Salamander after the arrangement.

Under the Plan, an aggregate of US$34,831,747.28 in cash was paid and 30,843,367 ordinary shares of Salamander were issued to GFI shareholders. Such ordinary shares of Salamander are scheduled to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities on March 18, 2008. It is expected that the GFI shares will be delisted from the TSX Venture Exchange within the following week.

As GFI shareholders elected, in aggregate, to receive less than US$55 million in cash consideration and Canadian residents will not hold more than 9.9% of the outstanding ordinary shares of Salamander after completion of the Arrangement, no pro rationing was required under the Plan.

About GFI

GFI is a public company listed on TSX Venture Exchange Inc. (symbol "GFI.V") with core interests in two offshore fields currently under development: a 60% interest in the 104,000 acre Bualuang oilfield offshore Thailand and a 35% non-operated interest in the 83,000 acre Kambuna natural gas and condensates project located offshore northern Sumatra, Indonesia. GFI also holds a 22.5% non-operated interest in the Seruway PSC, a license covering approximately 1,100,000 acres located offshore North Sumatra Indonesia.

About Salamander

Salamander is an independent upstream oil and gas exploration and production company focused on South East Asia. Since its formation, Salamander has built a balanced portfolio of production, development and exploration assets with interests principally located in Indonesia and Thailand. The Company listed on the main board of the London Stock Exchange in December 2006 under the symbol "SMDR", raising approximately Pounds Sterling 120 million of new funds. Salamander has a clear strategy of acquiring and developing high quality oil and gas producing assets that provide potential near-term value and cash flow growth, and of exploring in proven, but under-explored and overlooked frontier basins. Its current assets are located in South East Asian basins where Salamander believes it can further exploit its geological knowledge.

This news release may contain forward-looking information based on assumptions that are subject to a wide range of business risks. Forward-looking information typically contains statements with words such as "anticipate", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. We caution readers and prospective investors not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by GFI.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • GFI Oil & Gas Corporation
    Alex T. Warmath
    Chief Executive Officer
    (281) 877-7940