Petro Viking Energy Inc.
TSX VENTURE : VIK.P

October 13, 2010 14:48 ET

Petro Viking Announces Qualifying Transaction Updates

CALGARY, ALBERTA--(Marketwire - Oct. 13, 2010) - Mr. Irvin Eisler, President of Petro Viking Energy Inc. (TSX VENTURE:VIK.P) (the "Corporation" or "Petro"), a capital pool company, provides the following updates in connection with Petro's previously announced qualifying transaction with Deep Creek Oil & Gas Inc. ("Deep Creek").

Private Placement

Petro and Deep Creek have engaged Wolverton Securities Ltd. ("Wolverton" or the "Agent") in connection with a proposed financing by way of a private placement, on a commercially reasonable efforts agency basis, of up to 10,000,000 common shares (the "Shares") at a price per Share of CDN$0.30 (the "Issue Price") for aggregate gross proceeds of up to CDN$3,000,000 (the "Offering"). Petro and Deep Creek have granted the Agent an over- allotment option to accept subscriptions for up to an additional 1,500,000 Shares at a price equal to the Issue Price. If exercised, such additional Shares will be issued on the closing date of the private placement.

The Offering will be conducted in conjunction with the proposed qualifying transaction of Petro whereby Petro will acquire all of the issued and outstanding securities of Deep Creek by way of a three cornered amalgamation with Petro's wholly owned subsidiary, as previously disclosed on August 31, 2010 (the "QT").

In connection with the Offering, Petro has agreed to pay a commission to Wolverton in the amount of 8% of the gross proceeds received from the Offering, payable in cash, Shares or a combination at the Agent's election, except for the proceeds raised with respect to the subscription by certain investors referred to Wolverton by Petro or Deep Creek (the "Investors"), in which case the commission will be reduced to 4% of the proceeds raised from such Investor, Petro will also issue compensation options (the "Agent's Options") entitling Wolverton to purchase that number of Shares equal to 8% of the aggregate number of Shares issued and sold by Wolverton pursuant to the Offering, except with respect to the number of Shares sold to the Investors, in which case the number of Agent's Options will be reduced to 6% of the number of Shares sold to such Investors. The Agent's Option's will be exercisable at a price of $0.30 per share for a period of 24 months from the closing date of the transaction. In addition, Petro will pay Wolverton a corporate finance fee and all reasonable expenses incurred by Wolverton in connection with the Offering.

An agreement to carry out the Offering on the part of Wolverton should not be construed as any assurance with respect to the merits of the QT or the likelihood of completion.

Closing of the Offering is subject to customary conditions including TSX Venture Exchange ("TSX-V") approval and closing of the QT. Any securities issued pursuant to the Offering will be subject to a hold period of four months and one day after closing of the Offering under applicable Canadian securities laws.

About Deep Creek Oil & Gas Inc.

Deep Creek was incorporated on November 29, 2006 and was formed to operate as an oil and gas exploration, development and production of petroleum and natural gas company in Canada. Since that time, Deep Creek has completed initial financings, implemented an operational structure and business plan, acquired various working interests in Alberta and Saskatchewan, and completed certain corporate reorganizations. Among its assets, Deep Creek has significant land positions in Alberta and Saskatchewan, including a 20% working interest in 42 sections of land in Kindersley, Saskatchewan. This core area provides numerous Viking drilling prospects. McDaniel & Associates Consultants Ltd. ("McDaniel") evaluated Deep Creek's P&NG reserves effective December 31, 2009, and have assigned 127,000 Barrels of Oil Equivalent of proven and probable reserves (net of royalties) with an indicated value of $2,315,900 discounted at 10% (before income tax) using the McDaniel's December 31, 2009 escalated price deck.



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DEEP CREEK OIL AND GAS INC.

Total Company Reserves and Net Present Value
Forecast Prices and Costs as of December 31, 2009
Total Reserves
----------------------------------------------------------------------------
Company Share of
Remaining Reserves Company Share of Net Present Value
(Mbll, MMcf, Mlt) Before Income Tax (M$) (5)
----------------------------------------------------------------------------
Proved
Producing
Reserves Gross (1) RI (2) Net (3) @ 0.0% @ 5.0% @ 10.0% @ 15.0% @ 20%
----------------------------------------------------------------------------
Light/Medium
Oil 28.2 - 25.7 1,164.3 976.7 836.7 730.6 648.6
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Natural
Gas 454.2 0.6 400.0 1,193.4 917.5 746.6 632.1 550.2
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Natural
Gas
Liquids 16.6 - 10.0 776.8 525.8 394.1 315.4 263.9
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Total 3,134.5 2,420.0 1,977.4 1,678.1 1,462.7
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Total
Proved
Reserves
----------------------------------------------------------------------------
Light/Medium
Oil 28.2 - 25.7 1,164.3 976.7 836.7 730.6 648.6
----------------------------------------------------------------------------
Natural
Gas 454.2 0.6 400.0 1,193.4 917.5 746.6 632.1 550.2
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Natural
Gas
Liquids 16.6 - 10.0 776.8 525.8 394.1 315.4 263.9
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Total 3,134.5 2,420.0 1,977.4 1,678.1 1,462.7
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Probable
Producing
Reserves
----------------------------------------------------------------------------
Light/Medium
Oil 7.6 - 6.7 414.8 261.9 176.1 124.7 92.3
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Natural
Gas 109.8 0.1 94.1 335.1 184.5 117.7 82.9 62.4
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Natural
Gas
Liquids 3.8 - 2.3 228.6 90.5 44.8 26.0 16.8
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Total 978.5 536.9 338.6 233.6 171.5
----------------------------------------------------------------------------
Total
Probable
Reserves
----------------------------------------------------------------------------
Light/Medium
Oil 7.6 - 6.7 414.8 261.9 176.1 124.7 92.3
----------------------------------------------------------------------------
Natural
Gas 109.8 0.1 94.1 335.1 184.5 117.7 82.9 62.4
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Natural
Gas
Liquids 3.8 - 2.3 228.6 90.5 44.8 26.0 16.8
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Total 978.5 536.9 338.6 233.6 171.5
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Proved &
Probable
Producing
Reserves
----------------------------------------------------------------------------
Light/Medium
Oil 35.9 - 32.5 1,579.0 1,238.6 1,012.8 855.4 740.9
Natural
Gas 564.0 0.7 494.1 1,528.5 1,101.9 864.3 715.0 612.6
Natural
Gas
Liquids 20.4 - 12.2 1,005.4 616.3 438.8 341.4 280.7
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Total 4,112.9 2,956.8 2,315.9 1,911.8 1,634.2
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Total
Proved &
Probable
Reserves
----------------------------------------------------------------------------
Light/Medium
Oil 35.9 - 32.5 1,579.0 1,238.6 1,012.8 855.4 740.9
----------------------------------------------------------------------------
Natural
Gas 564.0 0.7 494.1 1,528.5 1,101.9 864.3 715.0 612.6
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Natural
Gas
Liquids 20.4 - 12.2 1,005.4 616.3 438.8 341.4 280.7
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Total 4,112.9 2,956.8 2,315.9 1,911.8 1,634.2
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Company Share of
Remaining Reserves Company Share of Net Present Value
(MBOE) Before Income Tax ($/BOE)
----------------------------------------------------------------------------
Gross (1) RI (2) Net (3) @ 0.0% @ 5.0% @ 10.0% @ 15.0% @ 20%
----------------------------------------------------------------------------
BOE Reserves
and
NPV/BOE (4)
----------------------------------------------------------------------------
Proved
Producing 120.6 0.1 102.4 25.97 20.05 16.38 13.90 12.12
----------------------------------------------------------------------------
Total Proved 120.6 0.1 102.4 25.97 20.05 16.38 13.90 12.12
----------------------------------------------------------------------------

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Probable
Producing 29.7 - 24.7 32.95 18.08 11.40 7.87 5.77
----------------------------------------------------------------------------
Total Probable 29.7 - 24.7 32.95 18.08 11.40 7.87 5.77
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Proved &
Probable
Producing 150.3 0.1 127.0 27.35 19.66 15.40 12.71 10.87
----------------------------------------------------------------------------
Total Proved &
Probable 150.3 0.1 127.0 27.35 19.66 15.40 12.71 10.87
----------------------------------------------------------------------------

Notes:
(1) Gross Revenues are working interest reserves before royalty deductions.
(2) Royalty interest reserves.
(3) Net reserves include working interest after royalty deductions plus
royalty interest reserves.
(4) A BOE conversion ratio of 6 Mcf:1 bbl has been used in the calculation
of barrels of oil equivalent or BOEs, and 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 use of
the term BOE may be misleading, particularly if used in isolation.
Reserves estimates as disclosed herein have been prepared by McDaniel
in accordance with standards contained in the Canadian Oil and Gas
Evaluation (COGE) Handbook, and reserves definitions used in the
preparation of these estimates are as set out by the Canadian Securities
Administrators in National Instrument 51-101 with reference to the COGE
Handbook. All reserve evaluations of set forth in the press release are
based on McDaniel's pricing assumptions as at December 31, 2009. It
should not be assumed that the reserve values estimated by the McDaniel
Report represents the fair market value of the reserves set forth in
such report. There is no assurance that the future price and cost
assumptions used in the McDaniel Report will prove accurate and
variances could be material. The recovery and reserve estimates of oil,
natural gas and NGL provided herein are estimates only and there is no
guarantee that the estimated reserves will be recovered. Actual oil,
natural gas and NGL reserves may be greater than or less than the
estimates provided herein. After 2024 the pricing assumptions used in
the McDaniel Report escalate at an annual rate of 2%.
(5) Costs associated with extraction of natural gas products have in most
cases been deducted from the natural gas revenues.


Deep Creek Financial Disclosure

Deep Creek encountered financial difficulties and suffered a reduction of revenue due to falling oil and gas prices in the global economic crisis in 2008 and 2009. Deep Creek filed a Notice of Intention to make a proposal under the Bankruptcy and Insolvency Act ("BIA") on March 19, 2009. The proposal was made on June 18, 2009 pursuant to the provisions of Part III, Division I of the BIA. On June 23, 2010, Deep Creek emerged from creditor protection upon the completion and fulfillment of the restructuring proposal approved by Deep Creek's bankruptcy trustee and creditors on July 23, 2009.

After emerging from creditor protection, Deep Creek's unaudited interim financial statements for the second quarter ended June 30, 2010 showed revenue of $310,282, a net loss of $278,514, working capital of $8,725 and total assets of $2,311,954. Based on Deep Creek's audited financial statements for the year ended December 31, 2009, and prior to emerging from creditor protection under the BIA, Deep Creek had revenue of $960,098, a net loss of $1,002,110, working capital deficit of $2,575,099 and total assets of $2,693,931.

Qualifying Transaction Update

Petro has amended its letter of intent dated August 9, 2010 (the "Amended LOI") with Deep Creek to reflect: (i) a reduction in the purchase price to $1,700,000; (ii) the terms of the private placement, and (iii) certain post closing adjustments to the purchase price based on Deep Creek achieving certain working capital and P&NG production targets on the closing date of QT. Petro shall issue 6,800,000 Petro shares to Deep Creek shareholders at a deemed issue price of $0.25 per Petro share. The terms of the proposed QT were initially announced in Petro's press release dated August 31, 2010. The Amended LOI is subject to the parties negotiating a definitive transaction agreement and the parties satisfying various other conditions. The parties are continuing to negotiate the definitive transaction agreement.

Petro Viking is currently preparing its Information Circular for submission to the TSX-V and it is expected that a shareholders meeting will be held in November, 2010.

The TSX-V 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 has not reviewed and does not accept responsibility for the adequacy or accuracy of the information contained herein. Certain information regarding the Corporation contained herein may constitute forward- looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to: (i) the Corporation's ability to obtain necessary approvals from the TSX-V and from the Corporation's shareholders; (ii) the proposed corporate name change, including the Corporation's ability to obtain necessary approvals from the TSX-V, the Alberta corporate registry, and from the Corporation's shareholders; (iii) closing the Offering; (iv) a potential new stock trading symbol for the Corporation on the TSX-V, and (v) the reserve figures in the McDaniel Report may differ from actual reserve amount. All statements included herein, other than statements of historical fact, including are forward- looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation's disclosure documents on the SEDAR website at www.sedar.com. The Corporation does not undertake to update any forward looking information except in accordance with applicable securities laws.

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

  • Petro Viking Energy Inc.
    Mr. David Heighington
    Director
    (403) 237-0018
    David@hlf.ca
    or
    Petro Viking Energy Inc.
    730, 1015 - 4th Street SW
    Calgary, Alberta T2R 1J4