Lander Energy Corporation
TSX VENTURE : LAE.P

December 19, 2008 09:18 ET

Lander Energy Corporation to Acquire Heathercrest Energy Ltd.

TORONTO, ONTARIO--(Marketwire - Dec. 19, 2008) - LANDER ENERGY CORPORATION ("Lander")(TSX VENTURE:LAE.P)("TSXV"), is pleased to announce that it has entered into a share exchange agreement (the "Share Exchange Agreement") dated November 21, 2008 with Heathercrest Energy Ltd. ("Heathercrest") with respect to a proposed business combination (the "Proposed Transaction"). The Proposed Transaction, if completed, will constitute an arm's length "Qualifying Transaction" for Lander in accordance with TSX Venture Exchange Inc. Policy 2.4 concerning Capital Pool Companies. Upon successful completion of the Qualifying Transaction, it is anticipated that Lander will meet the Tier 2 listing requirements of the TSXV for an oil and gas issuer.

Heathercrest Energy Ltd.

Heathercrest is a privately owned company incorporated under the Business Corporations Act (British Columbia), with its head office in Vancouver, British Columbia, Canada. Heathercrest, through its 100% owned subsidiary, Heathercrest Energy US Ltd., holds 49% ownership of oil and gas mineral rights in an active project referred to as the Wanner Prospect ("Wanner"). Wanner comprises a land mass covering 160 acres located in Stark County, North Dakota, USA. Wanner is strategically located within the Williston Basin, which consists of an area ranging from North and South Dakota to Montana, Saskatchewan, and Manitoba. Exploration efforts are largely focused around the Lodgepole formation. Neighboring active oil and gas properties located within the Lodgepole reefs in the Williston Basin have yielded in excess of 40 million barrels of oil. There can be no assurance that the Wanner Prospect contains any oil and gas.

Heathercrest is currently in the completion phase of a comprehensive drill program and is in the process of completing a NI 51-101 compliant report with respect to Wanner.

Additionally, Heathercrest is currently in negotiations to acquire other oil and gas properties, which are complimentary and related to the oil and gas industry. Heathercrest aims to expand its project portfolio through the 2009 calendar year.

Directors and Officers

Upon completion of the Proposed Transaction, the board of directors of Lander will consist of not more than five directors and, of those, not less than three will be nominees of Heathercrest. All senior officers of Lander on the completion of the Proposed Transaction will be nominees of Heathercrest.

One of the Heathercrest nominees will be Bradley T. Culver, P. Geoph., a resident of Calgary, Alberta, who will become a director of Lander on the closing of the Proposed Transaction. Mr. Culver has a BSc. (Hons) in Geological Sciences from Queen's University. Mr. Culver is currently a Geophysicist with EnCana Corporation and has 18 years of experience in the oil and gas industry.

The current sole director and officer of Heathercrest is Morgan Tincher, President and Secretary. Mr. Morgan Tincher is also expected to be a nominee of Heathercrest to the board of directors of Lander upon the completion of the Proposed Transaction. Mr. Tincher has 15 years of experience financing natural resource, technology and entertainment companies.

The current insiders of Heathercrest, their jurisdictions of residence, and the percentage of shares of Heathercrest held by them are as follows:



---------------------------------------------------------------------------
% of Heathercrest
Beneficial Interest Holder Residence owned or Controlled
---------------------------------------------------------------------------
James Couillard Calgary, Alberta 13.79
---------------------------------------------------------------------------
Morgan Tincher Vancouver, BC 2.06
---------------------------------------------------------------------------


Summary of the Material Terms of the Proposed Transaction

Pursuant to the Proposed Transaction, all of the issued and outstanding shares in the capital of Heathercrest (the "Heathercrest Shares") will be acquired from the holders thereof (the "Heathercrest Shareholders") by Lander in exchange for the issuance of common shares in the capital of Lander (the "Lander Shares"), on the basis of 0.089999 Lander Shares for each one Heathercrest Share. In order to acquire a 100% interest in Heathercrest, it is intended that Lander will issue an aggregate amount of 14,501,016 Lander Shares at a deemed price of $0.20 per Lander Share, with each Heathercrest Share valued at $0.18 per share.

Financing

As part of the Proposed Transaction, Heathercrest or Lander intends to raise up to $1,000,000 by way of a brokered and a non-brokered private placement The net proceeds from the private placement will be used for general working capital, to develop the Wanner Prospect and for the expenses related to the Proposed Transaction.

Loan to Heathercrest

Subject to the approval of the TSXV, Lander will provide a secured loan in an amount of up $125,000 to Heathercrest in order to fund Heathercrest's operating requirements prior to the closing of the Proposed Transaction. The loan will bear interest at the rate of 8% per annum and will be immediately repayable to Lander in the event that the Proposed Transaction is not completed.

Name Change

In connection with the Proposed Transaction, Lander proposes, subject to TSXV and shareholder approval, to change its name to "Heathercrest Energy Ltd." or such name as may be approved by Lander's shareholders.

Transfer within Escrow

It is intended that the founding shareholders of Lander will transfer within escrow, subject to regulatory approval, 1,000,000 escrowed Lander Shares to certain nominees of Heathercrest at a price of $0.20 per share for aggregate consideration of $200,000, subject to the TSXV requirement that any transfers can only be to Principals, as defined in TSX Venture Exchange Policy 1.1.

Sponsorship

Lander will, if necessary, engage a sponsor in connection with the Proposed Transaction. If an agreement to act as sponsor is entered into it should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion.

Terms and Conditions of the Proposed Transaction

The Proposed Transaction is an arm's length transaction as the directors and officers of Lander have no ownership or other interest in Heathercrest. As part of the regulatory approval process, Lander anticipates submitting for review to the TSXV a filing statement. The Lander Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV and all required documentation is submitted to the TSXV. The completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, the parties' completion of satisfactory due diligence, the completion of a financing (as described above), receipt of applicable regulatory approvals and that all of the Heathercrest Shareholders will have tendered all of the Heathercrest Shares to Lander. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement that is to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction 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.

All information contained in this news release with respect to Heathercrest was supplied by Heathercrest for inclusion herein, and with respect to such information, Lander and its board of directors and officers have relied on Heathercrest.

This press release includes "forward looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Assuming completion of the Proposed Transaction, such risks and uncertainties include, but are not limited to, risks associated with the oil and gas industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; the uncertainty of resource and reserve estimates and the ability to economically exploit resources and reserves; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Heathercrest to obtain all permits, consents or authorizations required for its operations and activities; and health and safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Heathercrest to fund the capital and operating expenses necessary to achieve the business objectives of Heathercrest, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Heathercrest. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Lander and, assuming completion of the Proposed Transaction, the Resulting Issuer should not place undue reliance on these forward-looking statements. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and Lander undertakes no obligation to update publicly or revise any forward-looking statements contained in this press release or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Contact Information

  • Lander Energy Inc.
    David Wood
    President and CEO
    (604) 720-7307
    Email: dlwood@shaw.ca
    or
    Heathercrest Energy Ltd.
    Morgan Tincher
    President and CEO
    (604) 638-1260
    Email: mt@smorg.ca