Geomark Exploration Ltd.
TSX VENTURE : GME

Geomark Exploration Ltd.
Pine Cliff Energy Ltd.
TSX VENTURE : PNE

Pine Cliff Energy Ltd.

September 06, 2012 07:00 ET

Pine Cliff and Geomark Announce Execution of Arrangement Agreement

CALGARY, ALBERTA--(Marketwire - Sept. 6, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) and Geomark Exploration Ltd. ("Geomark") (TSX VENTURE:GME) are pleased to jointly announce that they have entered into an arrangement agreement (the "Arrangement Agreement") whereby Pine Cliff and Geomark will combine their operations.

Under the terms of the Arrangement Agreement, subject to certain conditions, Pine Cliff will acquire all of the issued and outstanding common shares of Geomark (the "Geomark Shares") on the basis of 1.5 common shares of Pine Cliff (the "Pine Cliff Shares") issued to shareholders of Geomark for each outstanding Geomark Share (the "Transaction"). Based on the 30-day average closing price of the Pine Cliff Shares ended September 5, 2012 of $0.67, the exchange ratio for the Geomark Shares represents a deemed price of $1.01 per Geomark Share, representing a 28 percent premium to the 30-day average closing price of $0.79 for the Geomark Shares on September 5, 2012. Upon successful completion of the Transaction, it is anticipated that there will be approximately 145.7 million shares outstanding, of which current Geomark shareholders will collectively own approximately 56 percent of the combined entity and Pine Cliff shareholders will collectively own approximately 44 percent.

It is presently expected that, in connection with the Transaction, Pine Cliff will undergo a change of name and that the combined entity will carry on business under such name upon completion of the Transaction.

About the Combined Entity

The management team of the combined entity will consist of George Fink as Executive Chairman, Phil Hodge as Chief Executive Officer, and Robb Thompson as Chief Financial Officer and Secretary. The board of directors of the combined entity following the completion of the Transaction will be comprised of Phil Hodge and Randy Jarock from Pine Cliff and Gary Drummond, George Fink, Carl Jonsson and F. William Woodward, each of whom are currently directors of each of Pine Cliff and Geomark.

Key highlights of the combined entity are as follows:

  • A strong balance sheet with no debt, approximately $22 million of cash and cash equivalents and approximately $9 million of liquid securities;
  • Current production of approximately 1,100 barrels of oil equivalent per day (primarily natural gas);
  • General and administrative expense savings; and
  • The ability to continue ongoing development of its existing commodity assets and provide increased financial flexibility to acquire additional assets.

Transaction Terms and Conditions

The Transaction is expected to be completed by way of a Plan of Arrangement under the Business Corporations Act (Alberta). Completion of the Transaction, which is anticipated to occur in October 2012, is subject to, among other things: the approval of both 66 2/3 percent of the Geomark shareholders, and also a majority of the Geomark shareholders (excluding all of the directors and officers of Geomark) voting on the Transaction; the approval of both a majority of Pine Cliff shareholders, and also a majority of the Pine Cliff shareholders (excluding certain directors and officers of Pine Cliff) voting on the issuance of the Pine Cliff Shares pursuant to the Transaction; the approval of the Court of Queen's Bench of Alberta; the receipt of all necessary regulatory and stock exchange approvals, including that of the TSX Venture Exchange; and certain other closing conditions that are customary for a transaction of this nature.

The Arrangement Agreement contemplates that Pine Cliff and Geomark will each hold a special meeting of its respective shareholders in October 2012 to permit their shareholders to vote on the Transaction (the "Pine Cliff Meeting" and the "Geomark Meeting", respectively) as set forth above. It is anticipated that a joint management information circular in respect of the Pine Cliff Meeting and the Geomark Meeting will be mailed to Pine Cliff and Geomark shareholders later this month.

Based upon the recommendation of Pine Cliff's and Geomark's respective special committees which were appointed to review the Transaction, and further analysis by the board of directors of each of Pine Cliff and Geomark, each board of directors has determined that the Transaction is in the best interests of their respective companies, and have resolved to recommend that their respective shareholders vote in favour of the Transaction. Certain Geomark shareholders, including a principal holder of Geomark Shares and directors and officers of Geomark, holding, in aggregate, approximately 25 percent of the outstanding Geomark Shares, have entered into support agreements to vote in favour of the Transaction. Certain Pine Cliff shareholders, including directors and officers of Pine Cliff, holding, in aggregate, approximately 39 percent of the outstanding Pine Cliff Shares, have also entered into support agreements to vote in favour of the Transaction. Directors and officers of Pine Cliff and Geomark hold, in aggregate, approximately 39 percent of the issued and outstanding Pine Cliff Shares and 14 percent of the issued and outstanding Geomark Shares. Subsequent to the closing of the Transaction, the directors and officers of the combined entity will hold, in aggregate, approximately 25 percent of the issued and outstanding shares of the combined entity.

Pine Cliff and Geomark each have agreed that they will not solicit or initiate discussions regarding any other business combination or sale of material assets and have each granted the other party the right to match any superior proposals. The Transaction provides for a non-completion fee of $1.5 million payable by Pine Cliff in certain circumstances if the Transaction is not completed and a non-completion fee of $3 million payable by Geomark in certain circumstances if the Transaction is not completed.

Complete details of the terms of the Transaction are set out in the Arrangement Agreement, which will be filed by Pine Cliff and Geomark on SEDAR and will be available for viewing under each of Pine Cliff's and Geomark's profiles at www.sedar.com.

Financial Advisors

AltaCorp Capital Inc. is acting as exclusive financial advisor to Geomark with respect to the Transaction and has provided Geomark with a verbal opinion that, subject to its review of the final form of the documents effecting the Transaction, the consideration to be received by the Geomark shareholders pursuant to the Transaction is fair, from a financial point of view, to the Geomark shareholders.

Further information relating to Pine Cliff may be found on www.sedar.com as well as on Pine Cliff's website at www.pinecliffenergy.com.

Further information relating to Geomark may be found on www.sedar.com as well as on Geomark's website at www.geomark.ca.

Cautionary Statements

This news release contains certain statements or disclosures relating to Pine Cliff and Geomark that are based on the expectations of Pine Cliff and Geomark as well as assumptions made by and information currently available to Pine Cliff and Geomark which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Pine Cliff and Geomark anticipate or expect may, or will occur in the future (in whole or in part), including the successful completion of the Transaction and the timing thereof, the proposed name change of Pine Cliff, the anticipated assets and liabilities of the combined entity, anticipated production, the anticipated benefits of the Transaction, the timing of the Pine Cliff Meeting and the Geomark Meeting, the number of Pine Cliff Shares to be issued pursuant to the Transaction and the constitution of the board of directors and management of the combined entity should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "intend", or other comparable terminology. Readers are cautioned that there is no assurance that the matters referenced herein will proceed as set forth herein or at all. Many factors could cause the performance or achievement by Pine Cliff and Geomark to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include changes to the structure of the combined entity, changes to the assets and liabilities of the combined entity following the Transaction, failure to obtain necessary shareholder, regulatory, stock exchange and other third party consents and approvals, and the failure to achieve the anticipated benefits of the Transaction. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Neither Pine Cliff nor Geomark are under any duty to update any of the forward-looking statements after the date of this news release or to conform such statements to actual results or to changes in Pine Cliff's or Geomark's expectations and each of Pine Cliff and Geomark disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

This news release contains the term barrels of oil equivalent ("boe") which has been calculated on the basis of six thousand cubic feet of gas to one barrel of oil. This conversion ratio is based on energy equivalence primarily at the burner tip and does not represent a value equivalency at the wellhead. The term boe may be misleading, particularly if used in isolation.

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.

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