NiMin Energy Corp.

NiMin Energy Corp.

September 08, 2009 09:15 ET

NiMin Energy Corp. Announces Completion of Change of Corporate Name, Share Consolidation, Closing of $14 Million Offering, Merger With Legacy Energy, Inc., TSX Listing, and Corollary Transactions

CARPENTERIA, CALIFORNIA--(Marketwire - Sept. 8, 2009) -


NiMin Energy Corp. (TSX:NNN) (formerly NiMin Capital Corp. (TSX VENTURE:NNI.P)) ("NiMin" or the "Corporation") is pleased to announce the completion of the Name Change and Consolidation (as hereinafter defined), the public offering (the "Offering"), by way of prospectus (the "Prospectus"), of 11,249,900 units of the Corporation ("Units") for aggregate gross proceeds of $14,062,375 and the listing of the Corporation's common shares ("Common Shares") on the Toronto Stock Exchange ("TSX"), its previously announced "Qualifying Transaction" (the "Qualifying Transaction"), as such term is defined in the policies of the TSX Venture Exchange (the "TSX-V"), involving the acquisition (the "Acquisition") of all of the issued and outstanding securities of Legacy Energy, Inc. ("Legacy") and certain other corollary transactions. Information relating to the Qualifying Transaction was initially announced on May 27, 2009 (the "May 27 Press Release") and relating to the Offering, on July 23, 2009; to view this information, readers are directed to the Corporation's SEDAR profile at

The Qualifying Transaction

Name Change and Consolidation

In connection with the Qualifying Transaction, the Corporation effected a consolidation (the "Consolidation") of its Common Shares on the basis of one (1) new Common Share (a "Post-Consolidation Share") for each three (3) existing Common Shares. In addition, the Corporation changed its name from "NiMin Capital Corp." to "NiMin Energy Corp." (the "Name Change"), to more appropriately reflect its going-forward business and operations.

Acquisition of All of the Issued and Outstanding Shares of Legacy Energy, Inc.

The Corporation is pleased to announce that effective September 4, 2009 and pursuant to the terms of an agreement and plan of merger (the "Merger Agreement") dated July 17, 2009, among NiMin, NiMin Merger Co. ("Merger Co.") and Legacy, NiMin completed the Acquisition, which was negotiated at arm's length, by acquiring Legacy in a reverse take-over transaction effected by way of a merger under the corporation law of the State of Delaware (the "Merger"). As publicly announced by way of the May 27 Press Release, Legacy is a private corporation incorporated under the laws of the State of Delaware, engaged in the exploration for and development of oil and natural gas interests located in the United States of America.

Pursuant to the Merger, NiMin incorporated Merger Co under the laws of the State of Delaware, as a wholly-owned subsidiary of NiMin and effective on September 4, 2009, Merger Co and Legacy amalgamated and continued as one corporation with the surviving name "Legacy Energy, Inc.". In connection with the Merger, the holders of Legacy common stock ("Legacy Shares") received one (1) Post-Consolidation Share for each one (1) Legacy Share held prior to the Merger. In connection with the foregoing, all outstanding options and similar rights to acquire Legacy Shares were exchanged for options and similar rights to acquire Post-Consolidation Shares.

There are currently 49,763,072 Post-Consolidation Shares and options and warrants to acquire an additional 6,478,399 Post-Consolidation Shares issued and outstanding in the capital of NiMin and former holders of Legacy Shares own approximately 75% of the issued and outstanding Post-Consolidation Shares on a non-diluted basis. Certain of the Post-Consolidation Shares issued pursuant to the Acquisition (being those Post-Consolidated Shares issued to "Principals", as such terms is defined in applicable securities legislation), are subject to escrow requirements.

The Corporation will continue to carry out the business of Legacy as currently constituted, a brief summary of which is set out in this press release under the heading "Summary Information Relating to Legacy".

Closing of the Offering of 11,249,900 Units for Aggregate Gross Proceeds of $14 Million

The Corporation is also pleased to announce that in connection with the Acquisition and pursuant to the Prospectus and an agency agreement (the "Agency Agreement") entered into among the Corporation, Legacy and the Agents (as hereinafter defined) and dated effective May 25, 2009, it has completed the Offering consisting of the purchase and sale of 11,249,900 Units, at a per-Unit price of $1.25 (the "Offering Price"), for aggregate gross proceeds of $14,062,375. The Offering was led by Canaccord Capital Corporation ("Canaccord") as lead agent to a syndicate of agents consisting of GMP Securities L.P. and CK Cooper & Company (collectively, the "Agents").

Each Unit consists of one (1) Common Share and one (1) Common Share purchase warrant (a "Warrant"), with each one (1) whole Warrant entitling the holder thereof to purchase one (1) Common Share at a per-share price of $1.55 until September 6, 2011, subject to certain acceleration provisions. The Common Shares and Warrants issued in connection with the Offering were issued after giving effect to the Consolidation.

At the closing of the Offering, the Corporation paid Canaccord a work fee equal of $132,999 for its services provided in connection with the Offering. Pursuant to the Agency Agreement, the Agents were also entitled to receive a commission (the "Commission") equal to 6.0% of the aggregate gross proceeds raised from the Offering, and in connection therewith, the Corporation paid to the Agents, $650,679. In addition, sub-agents of the Agents were issued 117,851 Units in payment of a fee equal to 4.5% of the aggregate gross proceeds raised in connection with Units sold by the sub-agents (the "Sub-agent Units"), to which it was entitled pursuant to the Agency Agreement; the Agents did not receive the Commission in respect of sales of Sub-agent Units, but were paid a cash fee equal of $46,104.38 in connection therewith, such fee being equal to 1.5% of the aggregate gross proceeds raised in connection with the sale of such Sub-agent Units.

In connection with the Offering and pursuant to the Agency Agreement, the Corporation granted to the Agents an option (the "Agents' Option"), which is exercisable (in whole or in part) until October 5, 2009 and which gives the Agents the right to offer for sale up to 1,687,485 Units (such number being equal to 15% of the number of Units issued pursuant to the Offering), on the same terms and conditions as the Offering.

The net proceeds of the Offering will be used by the Corporation to pay costs associated with the Qualifying Transaction, including costs of the Offering, costs associated with financing the business of the Corporation, exploration and development activities on their prospects in California, for general working capital purposes and for other general corporate purposes, including potential acquisitions in the western United States.

Listing of Common Shares on TSX and De-Listing from TSX-V

In connection with the completion of the Qualifying Transaction and effective at the open of trading on September 4, 2009, the Common Shares, which previously traded on the TSX-V under the stock trading symbol "NNI.P", were listed on the TSX (the "TSX Listing") under the stock trading symbol "NNN". The Common Shares were de-listed from trading on the TSX-V at the close of trading on September 3, 2009, to facilitate the TSX Listing.

The Common Shares were halted from trading at the opening of the markets this morning pending completion of the Qualifying Transaction and the Offering.

Reconstitution of Board of Directors and New Officers

In connection with the Merger and the Acquisition, the board of directors of the Corporation was reconstituted and a change in management occurred. The following is a brief description of each of the Corporation's current executive officers and directors:

Clarence Cottman III - Chief Executive Officer, Chairman and Director

Clarence Cottman is the President and a Founder of Legacy; he also serves as Vice Chairman of PetroFalcon Corporation ("PetroFalcon"), an oil and natural gas exploration and production company focused on Venezuela, and is on the Advisory Board to Nanes Balkany Partners, a hedge fund investor in small publicly traded energy companies. Mr. Cottman has held various senior management positions at PetroFalcon, Benton Oil & Gas Company and Sun E&P and has negotiated numerous oil and natural gas contracts and arranged multiple energy financings in North America and internationally. Mr. Cottman earned a Bachelor of Arts degree from Rochester Institute of Technology and an MBA from the University of Rhode Island.

E. Sven Hagen - President and Director

Dr. E. Sven Hagen is the former Chairman and Chief Executive Officer of Legacy and has served in this capacity since October, 2005. In 1985, Dr. Hagen worked with Standard Oil Production Company and later Shell Oil Company (Pecten) as an Exploration Geologist. From 1990 to 2001, he served in a variety of positions with Benton Oil & Gas Company including as Senior Vice President of Exploration and Production for worldwide operations. During this time, Dr. Hagen presided over an international team that worked in Venezuela and Russia. Dr. Hagen has led or managed new venture evaluations for projects in over 40 countries resulting in the acquisition of six major oil and natural gas development projects. In addition, Dr. Hagen also worked in a senior management position for PetroFalcon Corporation from 2001 to 2005. Dr. Hagen graduated from the University of California at Santa Barbara in 1979 with a Bachelors Degree in Geology, and in 1985 he earned a Doctorate in Geology from the University of Wyoming.

Jonathan S. Wimbish - Chief Financial Officer

Jonathan S. Wimbish is the former Chief Financial Officer of Legacy and will continue in this capacity for the Corporation. Prior to joining Legacy in 2007, Mr. Wimbish was a Portfolio Manager, Managing Director and Co-Founder of Marketus, LLC, an equity-based hedge fund management company. Mr. Wimbish managed all energy investments of Marketus, LLC, from its inception in 2002. Mr. Wimbish was also a Managing Director and Portfolio Manager at ING Furman Selz Asset Management and an Analyst with Husic Capital. Mr. Wimbish began his career at MasterCard International and held roles of increasing responsibility including serving as Internal Auditor and Manager of Strategic Planning. Mr. Wimbish earned a Bachelor of Arts in Economics from UCLA, an MBA from Columbia Business School and is a CFA Charterholder.

Rick McGee - Chief Operating Officer

Rick McGee is a Founder of and is the former Chief Operating Officer of Legacy and will continue in this capacity for the Corporation. Mr. McGee began his career with Chevron Corporation in New Orleans where he worked in production and drilling. From 1981 until 1993 Mr. McGee worked with Graham Resources in Covington, Louisiana. Mr. McGee worked in operations for seven years and in acquisitions for six years, where his responsibilities included prospect screening, reserves evaluation and identification of upside potential via workover, recompletion and infill drilling opportunities. In 1993, Mr. McGee joined Benton Oil & Gas Company as Operations Manager. Mr. McGee was also intimately involved in negotiating service and sales contracts with both international and local suppliers. In 1998, he joined Pacific Petroleum, LLC as its Operations Manager where he participated in the evaluation and acquisition of the East and West Falcon Blocks in western Venezuela. In addition, Mr. McGee participated in evaluations of properties in Argentina, Brazil, Chile, Colombia, Russia and the United States of America. Mr. McGee graduated from Mississippi State University in 1978 with a Bachelor of Science in Petroleum Engineering.

Melinda Park - Corporate Secretary

Ms. Park, a resident of Calgary, Alberta, has been practising law in the province of Alberta since 1992 and has been an Associate and subsequently a Partner with the law firm of Borden Ladner Gervais LLP (and its predecessor) since 1993. Ms. Park received her Bachelor of Laws from the University of Toronto in 1991, concurrently with her Bachelor of Commerce from the University of Saskatchewan. Ms. Park is currently a director and/or officer of other public companies.

Robert L. Redfearn - Director

Robert L. Redfearn is a graduate of Tulane University (B.B.A., J.D.) and a practicing attorney specializing in oil and natural gas related law. Prior to joining Deutsch, Kerrigan and Stiles, a New Orleans based law firm, where his practice centered around the oil and natural gas industry and included representation of clients in mergers of businesses and acquisitions of oil and natural gas properties, financings, complex litigation and arbitrations related to oil and natural gas, environmental concerns, and banking and securities, Mr. Redfearn was employed in the legal department of Humble Oil & Refining Company (now Exxon Corporation). In 1979, Mr. Redfearn became a founding partner of Simon, Peragine, Smith & Redfearn, L.L.P., where he continues his representation of clients as reflected above.

Brian E. Bayley - Director

Brian E. Bayley holds an MBA from Queen's University. Mr. Bayley is currently the President and Chief Executive Officer of Quest Capital Corp ("Quest Capital"), a corporation that trades on the TSX and NYSE-Amex. Prior thereto, Mr. Bayley was the Co-Chairman of Quest Capital from January 2008 to May 2009 and the President of Quest Capital from July 2003 until January 1, 2008. Quest Capital is a mortgage investment corporation that provides mortgage financing in the real estate sector. Mr. Bayley is the President and a director of Ionic Management, a private management company, and is also a director and/or officer of numerous other public companies.

W.A. (Alf) Peneycad - Director

W.A. (Alf) Peneycad is a graduate of Queen's University Law School and is currently Of Counsel to Macleod Dixon LLP. He also serves as a director of several public companies, including Petro Andina Resources Inc., a Calgary-based oil and natural gas company with operations in Argentina. Mr. Peneycad recently retired from Petro-Canada where he served as Vice-President, General Counsel and Chief Compliance Officer. Mr. Peneycad spent 28 years at Petro-Canada and while there, played a lead role in the acquisition of several major companies in Canada, the United States of America and internationally.

Summary Information Relating to Legacy

Legacy is headquartered in Carpinteria, California and is an independent oil and natural gas company with drilling and production operations in the States of California and Louisiana.

In the State of California, Legacy is engaged in the exploration and development of the Pleito Creek Field in southern Kern County and controls and is pursuing several additional enhanced oil recovery projects. Legacy owns a 100% working interest in the Pleito Creek Field from the surface to 6,500 feet total vertical depth ("Subsea TVD") and is actively developing a shallow oil reservoir (approximately 3,500 feet total vertical depth) with horizontal completions. In addition, Legacy has recently discovered deeper pay (approximately 5,000 feet total vertical depth ) within the Pleito Creek Field boundary which it also owns 100%. Legacy is also a party to a joint venture with a large California-based oil and natural gas company, whereby Legacy owns a 33% working interest in the deep rights (below 6,500 Subsea TVD) of the Pleito Creek Field. Legacy has implemented an enhanced oil recovery project on the shallow portion of the Pleito Creek Field.

In the State of Louisiana, Legacy is a 30% partner in a joint venture with Coastline Energy of Houston, Texas. Additionally, Legacy holds a 48% non-operated working interest in the Krotz Springs Field in St. Landry Parish, Louisiana, where Legacy has an active development program currently underway. Legacy holds numerous other non-operated interests in producing properties and prospects located in the southern region of the State of Louisiana.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements relating to the expenditure of funds acquired by the Corporation in connection with the Offering. Although the Corporation believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. These factors and assumptions are based upon currently available information to the Corporation. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements, including whether or not the Agents' Option is ultimately exercised. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Legacy or their respective financial or operating results or (as applicable), their securities.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Contact Information

  • NiMin Energy Corp.
    Clarence Cottman III
    (805) 566-2900
    NiMin Energy Corp.
    Jonathan S. Wimbish, CFA
    Chief Financial Officer
    (805) 566-2900
    (805) 566-2917 (FAX)