Latigo Capital Corporation
TSX VENTURE : LTG.P

August 11, 2008 11:45 ET

Latigo Capital Corporation Announces Acquisition of Flow-Back Oil & Gas Ltd. as Its Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Aug. 11, 2008) - Latigo Capital Corporation ("LCC") (TSX VENTURE:LTG.P) is pleased to announce that it has entered into an arms-length letter of intent (the "LOI") dated effective August 1, 2008 with Flow-Back Oil & Gas Ltd. ("Flow-Back"), an Alberta company, for the acquisition of all the issued and outstanding securities of Flow-Back (the "Acquisition"). It is anticipated that the Acquisition will constitute LCC's Qualifying Transaction as defined under the applicable policies of the TSX Venture Exchange (the "Exchange").

Flow-Back is a privately held oil and gas exploration and production company whose assets include proved producing and proved non-producing assets in the Peoria/Shane, Dimsdale, Hanna and Vulcan areas of Alberta. Flow-Back also has a Letter of Intention to acquire additional properties in the Dimsdale area of Alberta (the "Dimsdale Properties"). Flow-Back's focus is aimed at the exploitation of stranded natural gas, the strategic development of natural gas projects and the acquisition of gas properties. Michael B. O'Hara, President and Director is the former co-founder and former President & CEO of Calahoo Petroleum Ltd. which formerly traded on the Toronto Stock Exchange and had approximate production of 6,000 barrels of oil equivalent per day, of which about 85% was natural gas. Flow-Back is majority owned and controlled by Xergy Processing Inc., a private company. The principal shareholders of Xergy Processing Inc. are Michael B. O'Hara, Eric Tollefson, Wayne Monnery and AGS Energy Inc.

The Acquisition will be completed by way of an amalgamation or share exchange with LCC or a wholly owned subsidiary of LCC. Also, prior to the completion of the Acquisition, it is intended that, subject to shareholder approval, LCC will complete a share consolidation (the "Consolidation"), pursuant to which existing LCC securities will be consolidated on a two-for-one basis, such that existing LCC shareholders will hold approximately 3,650,000 post-Consolidation common shares immediately prior to the Acquisition. LCC will also seek shareholder approval to change its name to "Latigo Energy Inc." or such other name as may be decided by LCC and Flow-Back (the "Name Change").

Pursuant to the terms of the Acquisition, LCC will acquire all of the issued and outstanding securities of Flow-Back. For the purposes of the Acquisition, Flow-Back has been valued at $2,725,694. Pursuant to the terms of the Acquisition, LCC will acquire from the shareholders of Flow-Back the 1,362,847 common shares of Flow-Back currently issued and outstanding, representing all of the issued and outstanding shares of Flow-Back. Each Flow-Back common share is accordingly valued at $2.00. Flow-Back will amalgamate with LCC, or a wholly owned subsidiary of LCC, and as consideration, subject to Exchange approval, LCC will issue in exchange for each issued common share of Flow-Back, two post-Consolidation LCC common shares and $1 in cash consideration, or at the election of the Flow-Back shareholder, four post-Consolidation LCC common shares and no cash consideration. The consideration to be paid to Flow-Back common shareholders may be adjusted if Flow-Back does not complete the acquisition of the Dimsdale Properties. Each post-Consolidation LCC common share has been given a deemed value of $0.50.

Prior to the completion of the Acquisition, it is intended that a wholly owned subsidiary of LCC ("LCC Sub") will complete a brokered private placement (the "Private Placement") of 6,000,000 preferred shares at a price, subject to the approval of the Exchange, of $0.50 per preferred share for gross proceeds of approximately $3,000,000. The preferred shares of LCC Sub issued under the Private Placement will be exchanged for post-Consolidation common shares of LCC on a one-for-one basis on the closing of the Acquisition. The net proceeds from the Private Placement will be used by Flow-Back and LCC to: (a) acquire certain of the Flow-Back common shares; (b) fund Flow-Back's business plan; (c) pay for the transaction expenses; and (d) for general working capital. An agent for the private placement has not yet been retained and LCC will issue a further press release outlining additional details of the private placement once available.

The common shares of LCC to be issued to the shareholders of Flow-Back will be issued pursuant to exemptions from the prospectus requirements of the applicable securities legislations, will be subject to resale restrictions as required under the applicable securities legislation and may be subject to escrow conditions as required by the Exchange.

Following the completion of the Acquisition and the Consolidation, LCC is expected to have between 12,375,694 and 15,101,388 common shares outstanding on a non-diluted basis. The principal shareholder of LCC following the completion of the Acquisition and the Consolidation will be Xergy Processing Inc. holding between 2,262,874 and 4,525,748 common shares of LCC or 18.3% to 30% of the issued and outstanding LCC common shares, assuming completion of the Private Placement and assuming that Xergy Processing Inc. does not participate in the Private Placement.

Prior to the Consolidation, LCC will also have outstanding director and employee share options to acquire 730,000 common shares at an exercise price of $0.20 per share (the "LCC Options"). It is expected that the holders of the LCC Options will retain such options subsequent to the completion of the Acquisition in accordance with the current share option plan subject to adjustments. In addition, prior to the Consolidation, LCC will have outstanding agent's options to acquire 425,000 common shares at an exercise price of $0.20 per share that were issued in connection with LCC's initial public offering (the "LCC Warrants"). Post-consolidation, there will be outstanding, 365,000 LCC Options and 212,500 LCC Warrants, each with an exercise price of $0.40. LCC intends to issue options to directors and officers following completion of the Acquisition, however, details of the option grants have not yet been determined.

The completion of the Acquisition is subject to a number of conditions including, but not limited to, the following:

1. the execution of a definitive agreement with respect to the Acquisition (the "Definitive Agreement");

2. the approval of the Consolidation and Name Change by the majority of the votes cast by the shareholders of LCC at a properly constituted meeting of the common shareholders of LCC;

3. the approval of the Acquisition by the 2/3 of the votes cast by the shareholders of Flow-Back at a properly constituted meeting of the common shareholders of Flow-Back;

4. if the amalgamation or share exchange is with LCC instead of a wholly owned subsidiary of LCC, then the approval of the amalgamation by 2/3 of the votes cast by the shareholders of LCC at a properly constituted meeting of the common shareholders of LCC;

5. the completion of the Private Placement;

6. the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Acquisition;

7. the maintenance of LCC's listing on the Exchange;

8. the confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such agreement;

9. the absence of any material adverse effect on the financial and operational condition or the assets of each of the parties to the Definitive Agreement;

10. the delivery of standard completion documentation including, but not limited to, legal opinions from counsel, officers' certificates and certificates of good standing; and

11. other conditions precedent customary for a transaction such as the Acquisition.

The completion of the Acquisition is intended to occur on the tenth business day following the satisfaction or waiver of the conditions precedent or such other date as is mutually agreed to by the parties, but in any event no later than October 31, 2008. If the Acquisition is not completed on or before October 31, 2008, the terms of the LOI or the Definitive Agreement (if applicable) will be terminated. Each of LCC and Flow-Back will be responsible for the payment of its own costs and expenses incurred in connection with the Acquisition. LCC will also be responsible for the payment of 50% of the costs related to the preparation of the financial statements of Flow-Back and the expenses of any third party engineers required to comply with the applicable policies of the Exchange, such expenses to be approved by LCC prior to being incurred by Flow-Back.

LCC expects to call a shareholders' meeting to be held in September 2008 to consider the Consolidation and the Name Change and, if required, the amalgamation of LCC. It is expected that the principal shareholders of LCC, including Ric Charron, Warren S. Coates, Scott Harkness and J.G. (Jeff) Lawson will enter into a voting support agreement to approve the Consolidation and the Name Change at the meeting of the LCC shareholders.

It is the intention of LCC and Flow-Back to establish and maintain a board of directors with a combination of appropriate skill sets and is compliant with all regulatory and corporate governance requirements. The board of directors of LCC currently consists of four members. Upon completion of the Transaction, the board of LCC will be increased to six members: four of the six members will be nominated by Flow-Back, and two of the six members will be nominated by LCC, who are expected to be Ric Charron and Warren Coates. Three of the six members of the board are expected to be independent directors.

As a result of the Acquisition, Flow-Back will become a wholly-owned subsidiary of LCC and the business of Flow-Back will become the business of LCC.

LCC will issue a news release in the near future which will provide, among other things, significant financial information on Flow-Back, information regarding the insiders of Flow-Back and a summary of Flow-Back's proved producing and proved non-producing assets.

LCC, a capital pool company within the meaning of the policies of the Exchange, was incorporated in April 2007 and was listed on the Exchange in October 2007. LCC does not have any operations and has no assets other than cash. LCC's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

LCC intends to apply to the Exchange for an exemption from the sponsorship requirement in connection with the Acquisition. There is no assurance that the exemption will be granted by the Exchange.

Trading in the common shares of LCC has been halted on the Exchange since August 5, 2008 and will resume trading on the completion of the Qualifying Transaction.

Except for statements of historical fact, all statements in this news release, including, but not limited to, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and, if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.

FORWARD LOOKING INFORMATION

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to LCC's beliefs, plans, expectations, anticipations, estimates and intentions, the completion of a private placement of preferred shares by LCC Sub, LCC's acquisition of Flow-Back Shares in exchange for LCC common shares pursuant to prospectus and registration exemptions, the execution of a definitive agreement for the Acquisition, the establishment of a new LCC board of directors, the Consolidation and Name Change and the activities of Flow-Back after the Acquisition. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes LCC's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events, risks arising from operations generally, reliance on contractual rights such as licences and leases in the conduct of its business, reliance on third parties for sales of product, reliance on key personnel, the need to protect intellectual property and other proprietary rights, possible failure of the business model or business plan or the inability to implement the business model or business plan as planned, fluctuations in the cost of materials, competition, environmental matters, and insurance or lack thereof.

LCC cautions that the foregoing list of material factors is not exhaustive. When relying on LCC's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. LCC has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF LCC AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE LCC MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME UNLESS REQUIRED TO DO SO BY APPLICABLE SECURITIES LAWS.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Latigo Capital Corporation
    Warren Coates
    Chief Executive Officer and Director
    (403) 669-2211
    Email: wcoates@telus.net
    or
    Latigo Capital Corporation
    Ric Charron
    Director
    (403) 651-0354
    Email: charronr@shaw.ca