Poplar Creek Resources Inc.
TSX VENTURE : PCK.P

August 08, 2008 17:23 ET

Poplar Creek Resources Inc. Announces Acquistion of Oil Sands Lease as Its Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Aug. 8, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Poplar Creek Resources Inc. ("Poplar Creek" or the "Corporation") (TSX VENTURE:PCK.P) announces details concerning a proposed Qualifying Transaction.

Summary of the Proposed Qualifying Transaction

Poplar Creek has entered into a Purchase and Sale Agreement dated July 30, 2008 with Keppoch Energy Ltd. ("Keppoch") and Pan Pacific Land Corporation ("PPLC") (collectively Keppoch and PPLC are referred to as the "Vendors") pursuant to which the Vendors have agreed to sell their 100% interest in Alberta crown Oil Sands Lease No. 7406120425 (the "Lease") comprising five sections approximately 75 kms north of Fort McMurray, Alberta with a legal description: sections 28, 29, 30, 32 and 33, T99-R09-W4, to the Corporation (the "Acquisition") for $150,000 cash and 1,800,000 Poplar Creek common shares (the "Vendors' shares") at a deemed price of $0.25 each. The consideration will be paid 2/3 to Keppoch and 1/3 to PPLC, which presently hold the Lease in those proportions. The Acquisition is expected to constitute a Qualifying Transaction of the Corporation as defined in the policies of the TSX Venture Exchange Inc. ("TSX Venture") and, on closing, the Corporation will be classified as an oil and gas issuer.

The cash position of Poplar Creek is approximately $1,750,000 and as such that there may be no financing required to complete the Acquisition and undertake the proposed exploration program. However, depending on the recommended work program and other factors, the Corporation may complete a financing concurrently with the closing of the Acquisition and accordingly announces a financing of up to $500,000 by the sale of units at a price to be determined, comprising one share and a half warrant. In the event that no financing is required, Poplar Creek will apply for an exemption from the sponsorship requirements in connection with the Acquisition. There is no guarantee that the exemption from sponsorship will be approved, and if not granted, the Corporation will be required to engage a sponsor.

About Poplar Creek

Poplar Creek, a capital pool company ("CPC") as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture, was incorporated in Alberta on October 18, 2006 and completed its initial public offering in April, 2007. Prior to the closing of the Acquisition, Poplar Creek has 12,034,000 shares outstanding (of which 3,800,000 shares are subject to a 3 year escrow agreement with releases of 10% on closing of the Qualifying Transaction and 15% every six months thereafter). There are outstanding options to directors and officers to purchase 1,190,000 shares at $0.20 each and agent's options to Blackmont Capital Inc, the agent on the Corporation's IPO, to purchase 676,000 shares at $0.20 each for a period of 24 months after closing of the Qualifying Transaction. The directors of Poplar Creek, who were the directors on the IPO, are Donald G.J. Dutton (President, CEO and CFO), Lee Nichols, Gregory R. Harris, George Watson James H. Decker and Barry Davies, each of whom will continue as a director post Qualifying Transaction.

Don Dutton of Calgary, Alberta is an Instrumentation and Control Specialist and is consulting to a Calgary engineering company. Lee Nichols of Sherwood Park, Alberta is a professional engineer; he is the President of Terracon Geotechnique Ltd. and is a director and Chairman of New Millennium Capital Corp., a TSX Venture listed mineral exploration company. Gregory R. Harris of Calgary is a lawyer in sole practice and is a director of the following TSXV listed companies: Chrome Capital Inc. (President, CEO and CFO), Brass Capital Inc. (President, CEO and CFO), both CPCs, Canadian Shield Resources Inc. and Antioquia Gold Inc.

George Watson of Calgary is an executive and an engineer and is the Executive Chairman and director of CriticalControl Systems Inc., a TSX listed company and is a director of the following listed companies: Badger Daylighting Ltd. (Chairman) (TSX), Canadian Spirit Resources Inc. (Chairman) (TSX-V), Fortress Energy Inc. (Chairman) (TSX), Repeat Seat Ltd. (Executive Chairman) (TSXV), Tee Kay LNG LLP (NYSE) and Puget Energy Inc. (NYSE) and Bluerock Acquisition Company Inc., a CPC,. Jim Decker of Calgary is a professional consulting mining engineer and is a director of the following TSXV listed companies: Sea Green Capital Inc., Antioquia Gold Inc. and Nebu Resources Inc. (TSXV). Barry Davies, who lives in Kuala Lumpur, Malaysia, is a mining engineer and is a director of Grande Cache Coal Corporation (TSX) and Champion Bear Resources Ltd. (TSXV).

About the Vendors

Keppoch and PPLC are both privately-held Alberta corporations in the business of the acquisition, exploration and development of oil and gas properties. Keppoch is directly or indirectly owned by James S. Palmer, Q.C., Angus Mackenzie, and their associates. PPLC is owned by a family trust, with Gary Earl as trustee thereof.

Poplar Creek and the Vendors are dealing at arm's length. The proposed Qualifying Transaction will not result in a change of directors or officers, a change of control nor the creation of a control person. On completion of the Acquisition, Keppoch will own approximately 9.9% and PPLC will own approximately 4.9% of the then issued and outstanding shares. The Vendors' Shares will have a four month trading restriction and will be subject to such escrow restrictions as the TSX Venture may impose.

The Jackson Report

Poplar Creek has retained George Jackson, P. Geol., to prepare a technical report (the "Jackson Report") under National Instrument 43-101 on the Lease. The Jackson Report will be reviewed by the TSX Venture. When the Jackson Report is finalized, a news release will be issued and it will be filed on SEDAR, concurrently with the Filing Statement which will be prepared for review by the TSX Venture in accordance with the CPC Policy.

Closing of the Qualifying Transaction

The completion of the Acquisition is subject to the approval of TSX Venture and all other necessary regulatory approval but is not subject to Poplar Creek shareholder approval which is in compliance with the CPC Policy in relation to arm's length Qualifying Transactions. It will close forthwith after the filing and approval by the TSX Venture of the Filing Statement and the filing of a news release by the Corporation.

Trading of the Poplar Creek shares will not resume until the TSX Venture has accepted the Jackson Report and all other documents required by the TSX Venture have been filed and either the exemption from having a sponsor is granted or a sponsor is engaged. Poplar Creek will issue a further new release at such time as the TSX Venture has received the necessary documentation and trading of the Poplar Creek shares is to resume.

This news release has been reviewed and approved for issuance by the Board of Directors of Poplar Creek.

As indicated above, completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX Venture acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of the Corporation to be prepared in connection with the Acquisition , any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Poplar Creek will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Poplar Creek.

The TSX Venture has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Poplar Creek Resources Inc.
    Gregory R. Harris
    Director
    (403) 777-9222
    or
    Poplar Creek Resources Inc.
    Donald G. J. Dutton
    President
    (403) 471-5640