Long View Resources Corporation

Long View Resources Corporation

March 09, 2007 14:29 ET

Long View Resources Announces Proposed Amalgamation With Reece Energy Exploration Corp.

CALGARY, ALBERTA--(CCNMatthews - March 9, 2007) - LONG VIEW RESOURCES CORPORATION (TSX VENTURE:LRC) ("Long View" or the "Company") is pleased to announce that it has signed an agreement (the "Agreement") with Reece Energy Exploration Corp. ("Reece" - TSX-V/RXR) dated March 8, 2007 in which the two companies have agreed to amalgamate and continue as a single corporation ("Amalco"), subject to shareholder and regulatory approvals (the "Transaction"). Reece is a public company listed on the TSX Venture Exchange, with natural gas assets located in western Saskatchewan, and light oil assets located primarily in southeastern Saskatchewan. Pursuant to the Agreement, shareholders of Long View will receive 0.25 shares of Amalco for every one share of Long View, and shareholders of Reece will receive one share of Amalco for every one share of Reece.

About Amalco

Based upon January 2007 production estimates, Amalco will have production of approximately 750 boe per day and will hold approximately 87,000 net acres of undeveloped land. The majority of Reece's natural gas producing assets are operated and are located in the North Dodsland, Brock, Greenan and Avon Hills properties near the town of Kindersley in western Saskatchewan. Additionally, Reece has interests in light oil assets at Dodsland in western Saskatchewan, and at Crystal Hills, Hastings and Auburnton in southeastern Saskatchewan. The Reece assets complement Long View's existing southeastern Saskatchewan light oil production base of approximately 130 barrels of oil equivalent per day from producing properties located at Ingoldsby, Workman, Pinto, Midale, Alameda, Colgate and Carnduff, along with Long View's undeveloped land base in southeastern Saskatchewan, and its exploration land base at the Saulteaux property near the Battlefords in western Saskatchewan, and at Cecil in northern Alberta near Peace River. Without considering new development drilling, combined annualized cash flow for Amalco is estimated to be approximately $6.5 million (based upon an oil price of $60/bbl and a gas price of $6/Mcf for budgeting purposes). It is expected that Amalco will have overall credit facilities of approximately $10 million. Amalco will continue under the name "Reece Energy Exploration Corp".

Proposed Board of Directors of Amalco

As part of the Transaction, John A. Styles, P.Eng., Chairman Chief Operating Officer, Chief Financial Officer and a director of Long View, and Kevin T. Patterson, CFA, President, Chief Executive Officer and a director of Long View, will join those individuals presently on Reece's current board of directors, giving Amalco a total of seven directors.

Following the Transaction, the following directors and officers of Amalco will be appointed:

Lorne A. Swalm, Medicine Hat, Alberta

President, Chief Executive Officer and Chairman of the Board

Mr. Swalm is a businessman with over 29 years of experience in the oil and gas industry in Alberta. In 1994, Mr. Swalm started Ganze-Reece Operations Ltd., a private oil and gas company, where he was the company's President and CEO until it amalgamated with Reece Energy Exploration Corp. Mr. Swalm was also President, CEO and a Director of Render Resources Ltd. a private oil and gas company. As well, Mr. Swalm served as Secretary and a Director of Blue Denim Exploration Ltd. Render and Blue Denim were also amalgamated with Reece Energy Exploration Corp.

Douglas D. McKinnon, Medicine Hat, Alberta

Vice President, Chief Operations Officer and Director

Since 1996 Mr. McKinnon has been a geological consultant in the oil and gas industry. He has been the President of Stoneworx Earth Sciences Ltd., a private oilfield consulting firm since 1983. From 1982 to 1997 Mr. McKinnon was Vice President of Omni Resources Limited, a private Saskatchewan corporation engaged in oil and gas exploration, development and production. Mr. McKinnon was also more recently the President, CEO and a Director of Blue Denim Exploration Inc., a private oil and gas exploration company.

Ronald B. Baba, Q.C., Medicine Hat, Alberta


Mr. Baba is a Barrister & Solicitor and partner of Niblock & Company since 1981. Mr. Baba practices primarily in the areas of corporate and commercial law. Mr. Baba received a Bachelor of Commerce with great distinction from the University of Saskatchewan in 1975 and also received his Bachelor of Laws with distinction from the University of Saskatchewan in 1976. Mr. Baba has extensive experience in many business ventures. Mr. Baba was a Director and Vice President of Blue Denim Exploration Inc.

Kenneth A. MacPhail, Medicine Hat, Alberta


Mr. MacPhail has been a professional agronomist since 1997. He received a Bachelor of Science from the University of Alberta in 1985. Since 1991 Mr. MacPhail has been the owner and manager of Gateway Agra Services Ltd. an agricultural, fertilizer & chemical crop supplies company. Mr. MacPhail was a Director of Render Resources Ltd. which was a privately held oil & gas production company.

Kevin T. Patterson, CFA, White City, Saskatchewan


Mr. Patterson is a member of the CFA Institute and is a CFA Charterholder. He received a Bachelor of Administration degree from the University of Regina in 1988, and is a graduate of the Canadian Securities Course (Honors, 1991). Mr. Patterson has served as Fund Manager for ten privately administered investment syndicates, and since 1997 has served as President of Patterson Capital Corp., a private company engaged primarily in corporate finance activities. Mr. Patterson has acted as a director and/or officer for a number of publicly-traded companies listed on the TSX Venture Exchange or its predecessor exchanges, including Erin Ventures Inc., Chinook Testing Inc., Buffalo Oil Company Limited, Gotham Capital Corp., Gateway Capital Corp., Durham Capital Corp., and more recently, Mr. Patterson has served as President, Chief Executive Officer and Director of Long View Resources Corporation.

Gregory E. Peterson, Calgary, Alberta


Mr. Peterson is a partner of Gowling Lafleur Henderson LLP a national Canadian law firm. Mr. Peterson specializes in securities, corporate, commercial and sports law. Mr. Peterson received a BSc from Brigham Young University in April of 1986 and his LLB from California Western School of Law in April of 1991. Mr. Peterson is a director and/or officer of several publicly traded companies listed on the TSX Venture Exchange and the TSX Exchange.

John A. Styles, P.Eng., Regina, Saskatchewan


Mr. Styles is a professional engineer registered in the Province of Saskatchewan. Mr. Styles received a Bachelor of Science (Honors) in Petroleum Engineering from Montana College of Mineral Science and Technology in Butte, Montana, U.S.A. in 1987. Mr. Styles has served since 2000 as President of Pilgrim Energy Inc., a private energy consulting and investment business. Mr. Styles has been involved in the upstream oil and gas industry since 1981, and has held positions in engineering, operations, business development, international exploration and senior management with energy companies ranging in size from junior through to senior exploration and production companies. Mr. Styles' public company experience includes his most recent services as Chairman, Chief Operating Officer, Chief Financial Officer and a Director of Long View Resources Corporation, and from incorporation to December 2006 as a founder and director of Durham Capital Corp., both public companies listed on the TSX Venture Exchange. Mr. Styles has served as sessional lecturer in Petroleum Systems Engineering at the University of Regina, and has served on the board of the Petroleum Society of CIM. Mr. Styles serves on the Experience Review and Nominating Committees of the Association of Professional Engineers and Geoscientists of Saskatchewan.

About the Transaction

The boards of directors of both Reece and Long View have unanimously approved the Transaction, subject to shareholder and regulatory approval and certain other conditions which are detailed in the definitive amalgamation agreement. All current directors and officers of Reece and Long View and have agreed to vote their shares in favor of the Transaction, and Reece and Long View have each agreed that, under certain circumstances, a $250,000 break fee will be payable to the other party if the Transaction does not proceed. The Board of Directors of Long View has engaged Sayer Energy Advisors to act as its financial advisor and to prepare a fairness opinion in respect to the Transaction. The Transaction is subject to receipt of a favorable fairness opinion from Sayer Energy Advisors, and is further subject to approval by the shareholders of both Reece and Long View as well as all regulatory approvals. The Company believes that the proposed transaction is accretive to Long View shareholders and results in a company with a larger critical mass, increased cash flow and significant growth opportunities in a diversified asset base.

Under the terms of the proposed Transaction, the resulting issuer will be well-positioned in the public market with a total of approximately 27.8 million outstanding shares. Reece's current shareholders will retain approximately 64 percent of the outstanding shares of Amalco, with Long View's shareholders holding the remaining 36 percent of the outstanding shares of Amalco.

More detailed information regarding the Transaction, including reserves, and historical financial and pro-forma financial information will be disclosed in a future news release as well as a joint information circular that will be mailed to shareholders of Long View and Reece in connection with a Special Meetings of the shareholders of Long View and Reece to consider and vote upon the Transaction.

Description of Significant Conditions to Closing

Completion of the Transaction is subject to a number of conditions, including but not limited to receipt by Long View' Board of Directors of a favorable fairness opinion from Sayer Energy Advisors, TSX Venture Exchange acceptance, and approval of the Transaction by 66 2/3% of the votes cast by the shareholders of each of Reece and Long View. The Transaction cannot close until the required approvals are 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 joint information circular 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.

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 press release.


Long View Resources Corporation is a TSX Venture Exchange Tier 1 listed public energy company with producing assets in southeastern Saskatchewan. Long View trades under the symbol "LRC".

ADVISORY: Certain information regarding Long View Resources Corporation and/or Reece Energy Exploration Corp. contained in this news release, including management's assessment of future plans and operations, number of locations in drilling inventory and wells to be drilled, timing of drilling and tie-in of wells, timing of completions and construction of facilities, expected production rates, drilling success rates, dates of commencement of production and capital expenditures and timing thereof, may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserves estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, capital expenditure costs, including drilling, completion and facilities costs, unexpected decline rates in wells, wells not performing as expected, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Long View's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), and at Long View's website (www.longviewresources.com). Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Long View does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Disclosure provided herein in respect of barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio of 6 thousand cubic feet (mcf) per boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

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

Contact Information