CALGARY, ALBERTA--(Marketwire - May 13, 2011) - OZCAPITAL VENTURES INC. of Edmonton, Alberta ("Ozcapital" or the "Corporation") is pleased to announce that it has entered into a letter of intent dated effective April 15, 2011, pursuant to which it intends to acquire all of the issued and outstanding common shares of Strata-X, Inc ("Strata-X" or the "Company"), a Colorado-based company which is in the oil and gas exploration and development business in the USA (the "Transaction"). Pursuant to the letter of intent, the issued and outstanding shares of Strata-X will be exchanged for the issuance of common shares of the Corporation.
Ozcapital was originally listed on the TSX Venture Exchange (the "Exchange") on December 3, 2010, as a capital pool company. It is expected that the Transaction will constitute a "Qualifying Transaction" for the Corporation as such term is defined in the Exchange policies.
Pursuant to the terms of the letter of intent, it is proposed that Ozcapital will, in conjunction with the completion of the Strata-X Acquisition: (i) complete a private placement financing for gross proceeds of a minimum of $5,000,000, and a maximum of $15,000,000 (the "Private Placement"), and (ii) subject to the approval of the shareholders of Ozcapital, it is the intention of the Corporation to change its name to "Strata-X Ltd.." or such other similar name as is acceptable to regulatory authorities and approved by the board of directors.
A special meeting of the shareholders of Ozcapital (the "Meeting") will be held to consider and approve certain elements of the Qualifying Transaction in accordance with the policies of the Exchange and the Business Corporations Act (Alberta), including the appointment of the new board of directors of the Resulting Issuer (as defined in Exchange Policy 2.4 Capital Pool Companies) and the proposed change of name.
Pursuant to Exchange Policy 2.4, a total of $25,000 will be advanced by Ozcapital to Strata-X to assist Strata-X in preserving its oil and gas rights and interests prior to completion of the Qualifying Transaction.
All information contained in this news release with respect to Strata-X was furnished by Strata-X, and with respect to such information, Ozcapital and its board of directors and officers have relied on the accuracy thereof.
Highlights of the Transaction
The Parties
Ozcapital was incorporated on June 18, 2007, under the provisions of the Business Corporations Act (Alberta) and is based in Edmonton, Alberta. The Corporation was listed on the Exchange as a capital pool company on December 3, 2010, and its only business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
Strata-X is a corporation incorporated under the laws of the state of Colorado with its head office situated in Lakewood, Colorado. Strata-X is a private company which is in the business of oil and gas exploration and development in the states of Texas, California, North Dakota and Colorado.
Strata-X Oil and Gas Interests
Strata-X currently owns or has rights to approximately 212,000 gross acres (182,000 net) in petroleum leases located in North Dakota, California, Colorado and Texas. The Company is targeting both conventional and unconventional oil and natural gas resources. The properties offer a blend of low risk development opportunities as well as higher risk, large potential return, exploration properties.
Vallecitos Project
Strata-X has a 22.5% working interest in about 21,000 acres of land in the Vallecitos area, California, on which several exploration and development prospects have been identified. This interest will be subject to a 20% freehold royalty and gross overriding royalty ("GORR") plus an estimated county property tax of two percent. Oil production was established in the Vallecitos field from eight pools between 1948 and 1958 which have produced 5,300 MSTB of light and medium oil and 5,600 MMscf of solution and associated gas as reported by the operator Patriot Resources. Seven zones have been productive ranging in depth from 500 to 5,500 feet. The F & I pool with 11 successful wells is the largest pool producing from the Yokut sands. The valley is significantly under-explored and there is potential for numerous undiscovered economic oil accumulations.
Eagle
Strata-X has a 20% working interest in about 4,000 gross acres in the area of the discovered but undeveloped Eagle Oil Prospect, California, where one proved undeveloped location has been identified to begin development of this oil pool. The working interest will be subject to 20% royalties to freehold and GORR owners and an estimated two percent county property tax.
In this area, one well was drilled and abandoned by Exxon in 1985. Royal Resources took over the well in 1986 and deepened it, encountering good oil shows in the Gatchell formation. Test rates of up to 192 STB/d and 427 MSCF/d were reported. About 10,000 STB/d of light oil was recovered but the well was considered to be non-commercial likely due to formation damage by heavy drilling mud and cement squeezing. Subsequent activity on the prospect was met with mechanical issues despite continuing indications of oil shows in the primary target.
Chapman Petroleum Engineering Ltd. ("Chapman") of Calgary, Alberta, a third party Qualified Reserve Evaluator and Auditor, conducted a reserve analysis of the Vallecitos and Eagle prospects which they estimate to contain 3,000 net barrels of proved developed producing reserves with a net present value of US$50,000 discounted at $10%. Additionally Chapman' estimated Probable Reserves of 105,000 barrels with a net present value of US$4.3 million discounted at 10%. It was assumed that the net capital cost to develop the reserves is US$1.4 million. The values presented are before income tax and are based on an oil price of US$84.28 per barrel in 2011, escalating 2% per year thereafter. As shown below:
---------------------------------------------------------------------------- Year US$/bbl ---------------------------------------------------------------------------- 2011 $ 84.28 ---------------------------------------------------------------------------- 2012 $ 86.68 ---------------------------------------------------------------------------- 2013 $ 88.74 ---------------------------------------------------------------------------- 2014 $ 90.79 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Year US$/bbl ---------------------------------------------------------------------------- 2015 $ 93.85 ---------------------------------------------------------------------------- 2016 $ 96.90 ---------------------------------------------------------------------------- 2017 $ 98.95 ---------------------------------------------------------------------------- 2018 $ 101.00 ---------------------------------------------------------------------------- 2019 $ 103.04 ---------------------------------------------------------------------------- 2020 $ 105.21 ---------------------------------------------------------------------------- 2021 $ 107.41 ---------------------------------------------------------------------------- 2022 $ 110.44 ---------------------------------------------------------------------------- 2023 $ 113.74 ---------------------------------------------------------------------------- 2024 117.03 ----------------------------------------------------------------------------
Ozcapital is relying on historical information provided by Strata-X. Chapman may not represent "fair market value" but are presented reserves at the time of the report using the information available.
A summary of the Reserve evaluation is summarized below:
Forecast Prices & Costs
Summary of Company Reserves and Economics
Before Income Tax
($US)
January 1, 2011
Ozcapital Ventures Inc.
Net To Appraised Interest
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Reserves
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Light and
Medium Sales Gas
Oil MSTB MMscf NGL Mbbls
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Description Gross Net Gross Net Gross Net
----------------------------------------------------------------------------
Proved Developed Producing
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VALLECITOS, CALIFORNIA, USA 4 3 0 0 0 0
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Total Proved Developed Producing 4 3 0 0 0 0
Probable
---------------------------------
Probable Developed Producing
VALLECITOS, CALIFORNIA, USA 1 1 0 0 0 0
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Total Probable Developed Producing 1 1 0 0 0 0
Probable Undeveloped
EAGLE FIELD, CALIFORNIA, USA 51 40 0 0 0 0
VALLECITOS, CALIFORNIA, USA 82 64 0 0 0 0
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Total Probable Undeveloped 133 104 0 0 0 0
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Total Probable 134 105 0 0 0 0
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Total Proved Plus Probable 138 108 0 0 0 0
Net To Appraised Interest
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Cumulative Cash Flow(BIT) - M$
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Discounted at:
-------------------------------------------
Description Undisc. 5%/year 10%/year 15%/year 20%/year
----------------------------------------------------------------------------
Proved Developed Producing
----------------------------------------------------------------------------
VALLECITOS, CALIFORNIA, USA 54 53 50 47 44
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Total Proved Developed Producing 54 53 50 47 44
Probable
---------------------------------
Probable Developed Producing
VALLECITOS, CALIFORNIA, USA 32 25 20 15 12
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Total Probable Developed Producing 32 25 20 15 12
Probable Undeveloped
EAGLE FIELD, CALIFORNIA, USA 2,672 2,042 1,601 1,282 1,043
VALLECITOS, CALIFORNIA, USA 3,984 3,208 2,632 2,196 1,856
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Total Probable Undeveloped 6,656 5,250 4,233 3,478 2,900
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Total Probable 6,688 5,274 4,253 3,493 2,912
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Total Proved Plus Probable 6,743 5,327 4,302 3,540 2,956
M$ means thousands of United States dollars.
Gross reserves are the total of the Company's working and/or royalty interest share before deduction of royalties owned by others.
Net reserves are the total of the Company's working and/or royalty interest share after deducting the amounts attributable to royalties owned by others. Columns may not add precisely due to accumulative rounding of values throughout the report.
Sleeping Giant
Strata-X has acquired the rights to and intends to develop four prospective structures for shallow Niobrara gas in the Sleeping Giant area of southern North Dakota, USA. It owns a 100 percent working interest in about 180,000 acres of currently leased freehold land. Production will be subject to a 17.5% freehold royalty, gross overriding royalties and a state Gross Production Tax on Gas of about 2.3 percent before payout of all costs. The total royalty rate will increase to 20% after all costs have been recovered by the company.
The Niobrara Formation is a significant petroleum system in the USA and has produced over 1 TCF of natural gas from shallow accumulations. There has been relatively little drilling in the Sleeping Giant prospect area. The limited drilling there has been off structure for these gas prospects as it was targeting deeper Cretaceous or Paleozoic targets. The Niobrara Formation in this area has been overlooked despite gas shows and small flares being reported. In the mid 2000s, four wells were drilled in this part of North Dakota to test shallow gas shows. None were completed as all were drilled off-structure for the Niobrara gas play. Chapman has recommended a five well drill and test program for the Sleeping Giant prospect area involving estimated net capital costs totalling US$2.5 million.
Chapman also conducted a prospective resource evaluation of the Sleeping Giant properties in conjunction with the due diligence of the Strata-X transaction based primarily on analogy to the Beecher Island Field, Colorado, with similar geologic and engineering attributes. A Prospective Resource is the quantity of natural gas estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. The prospective resource evaluation was conducted in accordance with the COGE Handbook with an effective date of January 1, 2011. Chapman has determined a pre-tax, unrisked, discounted value of $255 million discounted at 10% and, when applying both geologic as well as commercial risk, the value was determined to be $57 million discounted at 10%.
Chapman has determined the probability of success to be 23% factoring in geologic as well as commercial conditions. The predominant risk is the possibility of a well encountering a reservoir which does not have sufficient quality to deliver gas at commercial rates. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that the well or wells will be able to produce any portion of the resources on a commercially viable basis. A further risk is that the valuation provided by Chapman may not represent "fair market value".
Vallecitos Prospective Resource
Strata-X owns an interest in approximately 21,000 acres of land in the Vallecitos Project on which 6 exploration targets have been identified by the use of 3-D seismic and well control. The immediate area has produced 5.6 mmbo from reservoirs similar to those that are being targeted in the exploration program. The area is significantly under-explored and there is potential for numerous undiscovered economic accumulations.
Chapman also conducted a prospective resource evaluation of the Vallecitos exploration properties in conjunction with the due diligence of the Strata-X transaction. The evaluation was based primarily on analogy to the existing fields in the immediate area. A Prospective Resource is the quantity of natural gas estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Chapman has determined a pre-tax, unrisked, value of $35 million discounted at 10% and, when applying both geologic as well as commercial risk, the value was determined to be $7.4 million discounted at 10%. The estimated net cost for the Vallecitos exploration project is $1.4 million.
The Vallecitos prospective resource evaluation was conducted by Chapman in accordance with the COGE Handbook with an effective date of January 1, 2011.
Chapman has determined the probability of success to be 24% factoring in geologic as well as commercial conditions. The predominant risk is the possibility of a well encountering a reservoir which does not have sufficient quality to deliver oil at commercial rates. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that the well or wells will be able to produce any portion of the resources on a commercially viable basis. A further risk is that the valuation provided by Chapman may not represent "fair market value".
Below are tables setting out the range of unrisked estimates discounted at 10%, as prepared by Chapman on a before tax basis using US$83/bbl and US$4.53 / mcf escalating at 2% thereafter.
----------------------------------------------------------------------------
PROJECT Low Estimate Best Estimate High Estimate
----------------------------------------------------------------------------
Prospective Prospective Prospective
----------------------------------------------------------------------------
Resource (Mscf) Resource (Mscf) Resource (Mscf)
----------------------------------------------------------------------------
Sleeping Giant 77,520,000 155,040,000 232,560,000
----------------------------------------------------------------------------
Prospective Prospective Prospective
----------------------------------------------------------------------------
Resource (Mstb) Resource (Mstb) Resource (Mstb)
----------------------------------------------------------------------------
Vallecitos 437 929 1,421
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----------------------------------------------------------------------------
PROJECT Low Estimate Best Estimate High Estimate
----------------------------------------------------------------------------
Net Present Value Net Present Value Net Present Value
----------------------------------------------------------------------------
US$ US$ US$
----------------------------------------------------------------------------
Sleeping Giant 100,753,000 259,143,000 404,346,000
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Vallecitos 16, 413,000 35,653,000 53,271,000
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Additional reserve and resource value are believed to exist at the other properties Strata-X controls, but were not evaluated by Chapman.
Ozcapital's Chairman, Ron Prefontaine said, "The proposed Transaction with Strata-X not only offers Ozcapital an excellent blended portfolio of oil and gas properties with the potential for strong reserve growth, but allows the Corporation to secure a strong management and technical team."
The following is a summary of Strata-X financial information (unaudited) prepared by Strata-X management for the year ended December 31, 2010:
- total assets US$665,000 - total liabilities US$466,000 - gross revenue US$223,000 - net income, before management salary and tax US$(234,000)
Subsequent to December 31, 2010, Strata-X has undertaken a private placement of US$997,000 to fund ongoing activities of the Company before completion of the Transaction. Upon completion of the Transaction, Strata-X will be a wholly-owned subsidiary of the Resulting Issuer. It is anticipated that the Resulting Issuer will be a Tier 2 Oil & Gas Issuer under Exchange policies.
The Transaction
The Transaction is subject to a number of conditions including completion of satisfactory due diligence, a definitive share acquisition agreement and receipt of applicable regulatory and shareholder approvals.
The consideration to be paid by Ozcapital, for all of the Strata-X common shares issued and outstanding at the time of closing, shall be satisfied by the issuance of approximately 14,985,000 common shares of Ozcapital to the existing shareholders of Strata-X, at a deemed price of $0.20 per common share. The final number of common shares to be issued shall be subject to final adjustment as agreed upon by the parties, and to completion of the Private Placement, as contemplated below.
The principal shareholders of Strata-X are Timothy L. Hoops, resident in Golden, Colorado and Timothy K. Bradley also resident in Golden, Colorado. After giving effect to the minimum Private Placement, the principal shareholders will together hold approximately 26.0% of the Resulting Issuer.
Private Placement
Concurrently with, and as a condition of the Transaction, Ozcapital will complete the Private Placement for gross proceeds of a minimum of $5,000,000 and a maximum of $15,000,000. The net proceeds of the Private Placement will be used primarily for exploration and development work on Strata-X properties in North Dakota and California and general working capital. Pursuant to the Private Placement, Ozcapital will issue up to 30,000,000 common shares at a deemed price of $0.50 per share.
Share Capital of the Corporation
The Corporation currently has 10,000,000 common shares issued and outstanding. Assuming the completion of the Transaction and the Private Placement, the Resulting Issuer will have a minimum of approximately 35,000,000 common shares and a maximum of approximately 55,000,000 common shares issued and outstanding, of which the former shareholders of Strata-X will own approximately 26.0%, based on the minimum Private Placement or approximately 16.5%, based on the maximum Private Placement.
Conditions Precedent to Completion of the Transaction
Completion of the Transaction is subject to a number of conditions, including but not limited to:
i) completion of the Private Placement by Ozcapital for a minimum of $5,000,000 and maximum of $15,000,000 gross proceeds, which Private Placement shall satisfy TSX Venture Exchange requirements for public distribution and working capital;
ii) approval of all regulatory bodies, including, but not limited to, the TSX Venture Exchange, the Alberta Securities Commission and the British Columbia Securities Commission, having jurisdiction in connection with the subject transactions;
iii) approval of the final terms and conditions of the Transaction by the board of directors of Ozcapital and the board of directors of Strata-X;
iv) approval of the shareholders of Strata-X for the Transaction;
v) as required, the entering into of formal agreements reflecting the proposed Transaction, which are agreeable to all parties; and
vi) the Transaction being accepted by the Exchange as Ozcapital's Qualifying Transaction with a Final Exchange Bulletin being released by no later than June 30, 2011, or such other date as the parties may agree upon.
Arm's-Length Transaction
Under the policies of the Exchange, the Transaction was negotiated, and is being completed, as an arm's- length transaction.
Proposed Management
Upon completion of the Transaction, it is anticipated that Ozcapital's board of directors will consist of the following five individuals: current Ozcapital directors, Ron Prefontaine, Bohdan Romaniuk and Don Schurman, together with Timothy Hoops and Timothy Bradley, both of whom currently serve on the Strata-X board.
The backgrounds of each of the proposed members of the board of directors and senior management of the Resulting Issuer are as follows:
Timothy Hoops - Proposed President, Chief Executive Officer, Director and Promoter
Mr. Hoops, age 55, has been President of Peak Resource Management Inc., a private oil and gas exploration company, since 1984. He has also been President of Kestrel Energy Inc., a NASDAQ listed company, from 1992 to 2005, and a director of Victoria Petroleum NL, a company listed on the Australian Stock Exchange, from 1988 to 2008. Mr. Hoops has a BSc. in Geological Engineering from the Colorado School of Mines and expects to complete work on an MSc in Global Energy Management at the University of Colorado in Denver in June.
Ron Prefontaine - Proposed Chairman of the Board and Director
Mr. Prefontaine, age 58, has been the managing director of Prepet Pty Ltd, a private investment, management and technical services company in Australia, since October 1994. Prior to that he was Chief Geophysicist for Oil Company of Australia NL and an exploration/development geophysicist for Pancontinental Petroleum NL and Santos Limited. He also worked as a geophysicist for Aquitaine (Canada) and Petro Canada. He is currently an executive director of Bow Energy Ltd. and a past executive director of Arrow Energy Ltd. Bow is an Australian oil and gas company listed on the Australian Stock Exchange (ASX) and Arrow was previously an ASX listed company which was delisted following a takeover by Shell Oil. Mr. Prefontaine received his BSc. in Geology and Geophysics from the University of British Columbia in May, 1979.
Timothy K. Bradley - Proposed CFO and Director
Tim Bradley, age 53, has been CEO and a principal of Bradley Consulting Group, PC in Lakewood, Colorado since 1983. His professional emphasis is in business consulting, including investment and retirement planning. He specializes in succession planning for the purposes of merger or acquisition, shareholder dissents, buy/sell agreements, estate planning and wealth management. He particularly focuses on these services for owner-managed and family-owned businesses. Industry experience includes oil and gas, construction contractors, professional service organizations, manufacturing, wholesale and retail distributors, and real estate development. Mr. Bradley is a Certified Public Accountant licensed in Colorado, a member of the American Institute of Certified Public Accountants and the Colorado Society of Certified Public Accountants. He received his BSc. in Accounting from the University of Northern Colorado.
Doug Walker - Proposed Corporate Secretary
Mr. Walker, age 50, has been the President of Capital West Ventures Inc., a private investment services company, since 1993. In this capacity, Mr. Walker has raised money for a number of companies launching businesses in the health care, technology, manufacturing and resource sectors. Mr. Walker is a member of the Institute of Corporate Directors and was awarded his ICD.D designation in 2008. He received his Bachelor of Commerce from the University of Saskatchewan in 1984.
Don Schurman - Director
Mr. Schurman, age 64, has, since June 2006, been self-employed as a director and management consultant affiliated with Sumera Management Consulting and Sierra Systems. From January 2000 to June 2006, Mr. Schurman was a management consultant for TkMC (TurnKey Management Consulting), a national general management consulting firm. TkMC was sold to Sierra Systems in 2006. In his capacity as management consultant for TkMC, Mr. Schurman worked on strategy for many health care organizations including the Canadian Patient Safety Institute where he served as the founding Chief Executive Officer. Mr. Schurman has over 30 years experience leading major Canadian health care organizations, including serving as President and CEO of the University of Alberta Hospital for 8 years. Mr. Schurman has served on numerous boards throughout his career and his relevant past board appointments include the National Quality Institute and serving as Chair and member of the Audit Committee of RxCanada (a pharmacy-sponsored organization supporting pharmacist-patient programs), and as Chairman of the Board of Liberty Mines Inc., a junior mining company listed on the TSX since 2005 and director of Isotechnika Inc., a pharmaceutical company listed on the TSX, from 1998 to June 2009. Mr. Schurman is a member of the Institute of Corporate Directors. He received a Bachelor of Commerce from the University of Saskatchewan in 1969 and a Masters in Health Services Administration (MHSA) from the University of Alberta in 1979.
Bohdan Romaniuk - Director
Mr. Romaniuk, age 56, is a lawyer, economist and business executive. Mr. Romaniuk currently serves as Chairman of the Board and Audit Committee of Acceleware Corp., a TSX-V listed company engaged in developing and supplying high performance computing applications for the oil & gas and computer engineering markets, positions he has held since early 2006. He also served on the Board and as CFO and later interim President and CEO of Poseidon Capital Corp., a capital pool company listed on the TSX-V which became Acceleware Corp. upon completing its Qualifying Transaction in January 2006. Mr. Romaniuk was a member of the Board of Cell-Loc Inc./Cell-Loc Location Technologies Inc., a Calgary- based wireless location services provider listed initially on the ASE, then CDNX, TSE and eventually on the TSX-V, from 1998 to 2010, and served as Chairman of the Board and Audit Committee of the same companies from December 1999 to 2010. He was also President and a director of Ceres Capital Corp., a capital pool company listed on the TSXV which completed a Qualifying Transaction and became Reliable Energy Ltd. Mr. Romaniuk served as President and Chief Executive Officer of Navigata Communications Ltd., a private communications company, in a consulting capacity from August to December 2004. Mr. Romaniuk has also held various executive positions with TELUS Corporation from July 1994 to July 2001, including the position of Executive Vice-President, TELUS Corp. from January 1997 to February 1999 and President, TELUS Advertising Services from January 1997 until July 2001 when the latter was sold to Verizon.
Mr. Romaniuk has a B.A. (Hon) degree in economics from the University of Alberta, an M.A. degree in economics from Queen's University and a Bachelor of Laws degree from the University of Toronto. He is a member in good standing of the Law Society of Upper Canada, but does not currently practice law.
It is anticipated that Messrs. Romaniuk, Schurman and Bradley will form the audit committee of the Resulting Issuer.
Resumption of Trading and Sponsorship
On April 18, 2011, trading in the Corporation's common shares was halted pending the announcement of this proposed Qualifying Transaction. It is anticipated that trading will remain halted until filing of a Filing Statement in relation to this Qualifying Transaction.
Ozcapital will apply for an exemption from sponsorship requirements pursuant to Exchange Policy 2.2 Sponsorship and Sponsorship Requirements. There is no assurance, however, that it will obtain this exemption.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable, pursuant to 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 information circular, 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.
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.
Forward-Looking Statements
Certain statements contained in this news release constitute forward looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "subject to" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and are based on reasonable assumption. No assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information:
Doug Walker
President and CEO
(780) 439-8995