RPT Resources Ltd.

RPT Resources Ltd.

November 22, 2010 21:41 ET

RPT Resources Ltd. Announces Executed Letter of Intent Regarding Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 22, 2010) - RPT Resources Ltd. ("RPT") (TSX VENTURE:RPT) is pleased to announce that, following a period of negotiations, it has entered into a letter of intent dated as of November 19, 2010 which contemplates an arm's length business combination (the "Transaction") with ArPetrol Inc. ("ArPetrol"). Michelle Gahagan, President of RPT, stated that, "The board of directors of RPT has been working for some time to bring this transaction to the letter of intent stage and is excited to announce the opportunity. The qualifications of the board of directors and management of ArPetrol are outstanding and we look forward to bringing the ArPetrol business plan to fruition."

About ArPetrol

ArPetrol is an Alberta private company, based in Calgary, and engaged in oil and gas exploration and production in Argentina. It owns and operates 100% of the Faro Virgenes concession in the Province of Santa Cruz which currently produces natural gas at a rate of approximately 2.1 million cubic feet per day with associated condensate production of approximately 10 barrels per day. As of December 31, 2009, the concession had proved plus probable reserves (on a gross basis) of approximately 7.5 million barrels of oil equivalent (boe) of natural gas and condensate. See "Oil and Gas Information" below.

About the Combined Entity

Upon completion of the Transaction, the combined entity is expected to be classified as an Oil & Gas Issuer under the policies of the TSX Venture Exchange and would focus on expanding ArPetrol's core operations in Argentina and elsewhere in South America. The combined entity is expected to have cash in excess of $25 million, including proceeds from a subscription receipt financing planned in connection with the Transaction, the terms of which are being negotiated and finalized by RPT and ArPetrol. Further information regarding the combined entity will be disseminated in a subsequent news release as soon as further details are available regarding the definitive terms of the Transaction.

Conditions Precedent

The Transaction is subject to a number of conditions precedent including, without limitation, completion of satisfactory due diligence, receipt of all required corporate and regulatory approvals (including the approval of the TSX Venture Exchange), and negotiation and execution of transaction and financing documents. 

Proposed Directors and Officers

The combined entity would have a new management team led by Tim Thomas as President and Chief Executive Officer and Troy Wagner as Vice President, Argentina and a new board of directors comprised of Claudio Ghersinich (Chairman), Abby Badwi, Jeff Boyce, Michelle Gahagan, Tim Thomas and Ronald Williams.

Timothy J. Thomas, P.Eng.
President & CEO, Director
Mr. Thomas is a professional engineer with more than 32 years of oil and gas experience. Most recently, Tim was Senior Vice President Canadian Oil and Gas and an officer at Nexen Inc. (TSX, NYSE), a successful oil & gas company with assets in Canada, US, UK, Yemen, Nigeria and Colombia. He served in senior executive roles in Canada, Yemen, UK and Indonesia. During his 18 year career with Nexen, he was instrumental in identifying and positioning the company in the Horn River shale gas property and maintaining Canadian production levels through selective investments. While the President and General Manager in Yemen he identified and led the capital investments to raise production to a plateau rate of 230,000 boepd. In addition, he was responsible for a wide range of upstream exploration and production projects and business development activities in Nigeria, Colombia, Vietnam, Pakistan and Australia. Prior to Nexen, Tim worked for Gulf Canada (formerly TSX, NYSE) with a focus on the Arctic and East Coast areas and Texaco (formerly NYSE) where he worked on both development and exploration activity in the North Sea.
Troy Wagner, P. Eng. MBA
Vice President, Argentina
Mr. Wagner is a professional engineer and MBA graduate with 18 years of engineering and management experience.  Prior to joining ArPetrol in 2007 as the in-country manager in Argentina, Mr. Wagner was COO and VP Engineering of Elmworth Energy/Triangle USA Petroleum (OTC - US), a company focused on developing domestic and international shale gas projects.  Mr. Wagner also spent 10 years at NAL Resources Management Ltd. (TSX) managing assets with combined production of 36,000 boepd.  As the Vice President of Operations at NAL, Mr. Wagner was responsible for leading all technical and operations staff with annual Capital and Operating budgets of over $175 million and $110 million per year, respectively.
Claudio A. Ghersinich, P.Eng.
Claudio Ghersinich is an independent businessman and professional engineer with more than 30 years of oil and gas experience. He is a co-founder and former Executive VP and VP Business Development of Vermilion Energy Trust (TSX). He serves or has served on the Board of Directors of various public companies including Verenex Energy Inc. (formerly TSX), Vermilion Energy Trust/Inc. (TSX), Aventura Energy Inc. (formerly TSX), Bulldog Energy Inc. (TSX), Bulldog Resources Inc. (formerly TSX) and Pegasus Oil & Gas Inc. (formerly TSXV), and Valeura Energy Inc. (TSXV), as well as several private and non-profit organizations. These companies have operated assets in Canada, Europe, Libya, Trinidad, Argentina and Australia.  He has been Chairman of ArPetrol since its inception.  
Abdel F. Badwi, P. Geol.
Abby Badwi is an international energy executive and professional geologist with more than 35 years experience in the exploration, development and production of oil and gas fields in North America, South America, Europe, Asia and the Middle East. Mr. Badwi has been a director of ArPetrol since its inception. He is currently President & CEO of Bankers Petroleum Ltd. (TSX, London-AIM), an oil & gas company with heavy oil operations in Albania. Previously, he served as President & CEO of Rally Energy Ltd. (formerly TSX, Frankfurt) which had heavy oil operations in Egypt and other assets in Pakistan and Canada, and which was sold in 2007. He has been an officer and director of several Canadian public and private companies and is currently a director of Bankers Petroleum Ltd. (TSX, London-AIM), Valeura Energy Inc. (TSXV) and ArPetrol.
Jeffrey S. Boyce
President & CEO of Sure Energy Inc. (TSX). Previously, Mr. Boyce was the President & CEO of Clear Energy Inc. (formerly TSX) and prior thereto, President & CEO, co-founder of Vermilion Resources Ltd. As one of the founders, Mr. Boyce was directly involved in stewardship of Vermilion Resources Ltd. which grew from having $200,000 in the bank in 1994 to a business with a current enterprise value exceeding $3 billion. Mr. Boyce has more than 30 years experience in public financial markets, corporate planning, negotiating, developing land and exploration strategies, and managing oil and gas companies. Mr. Boyce has served on the Board of Directors of various public, private and non-profit organizations.  These companies have operated assets in Canada, Europe, Trinidad, Argentina, Colombia and Australia. Mr. Boyce has been a director of ArPetrol since its inception.
Michelle Gahagan
Ms. Gahagan is currently a principal in a privately-held merchant bank based in Vancouver and London. Prior to the commencement of her involvement in merchant banking five years ago, Ms. Gahagan graduated from Queens University Law School and practiced corporate law for 20 years, acting for financiers with respect to syndicated tax products in the entertainment finance sector.  Ms. Gahagan has extensive experience advising companies with respect to international tax-driven structures, mergers and acquisitions. Ms. Gahagan has successfully completed the Investment Management Certificate course and is a Qualified Person under the Financial Services Authority (UK) regime.  Ms. Gahagan has been the president of RPT Resources Ltd. since the fall of 2009 and is currently the managing director of Northern Rand Resource Corp. and a director of Bowood Energy Corp. 
Ronald A. Williams, CA
Mr. Williams joined the ArPetrol Board in June 2007 and brings over 19 years of domestic and international oil and gas industry experience. Mr. Williams has an extensive background in the areas of audit, finance and taxation as well as property and corporate acquisitions. Mr. Williams was the Vice President, Finance and Chief Financial Officer of Stonefire Energy Corp. (formerly TSXV) a public company sold in 2010.  Prior thereto, Mr. Williams was the Director, Finance for Vermilion Energy Trust (TSX).

Additional members of management, including a new Chief Financial Officer and a VP Exploration, are expected to be identified before completion of the Transaction.

Financial Advisors and Sponsor

Raymond James Ltd. is acting as financial advisors to RPT with respect to the Transaction. If required by the TSX Venture Exchange and subject to the completion of satisfactory due diligence, Raymond James Ltd. has also agreed to act as sponsor of the combined entity in connection with the Transaction.

Canaccord Genuity Corp. is acting as financial advisors to ArPetrol with respect to the Transaction.

Finder's Fee

A finder's fee of 2,000,000 common shares of the combined entity will be issued to Sam Charanek upon completion of the Transaction. Mr. Charanek is a principal of CEE Merchant Group and has over 12 years of capital markets consulting experience. 

Annual Meeting of Shareholders

The Transaction is anticipated to constitute a change of business and/or a reverse takeover in accordance with the policies of the TSX Venture Exchange and, as such, it is expected that approval of the shareholders of RPT will be required. As a result, it is anticipated that RPT will cancel its annual and special meeting of shareholders that is currently scheduled for December 3, 2010 and delay the holding of such meeting until such time as it can present the Transaction to shareholders for approval.

Resumption of Trading and Further News

It is anticipated that trading of the common shares of RPT will remain halted pending the dissemination of a comprehensive news release and satisfaction of all applicable requirements of the TSX Venture Exchange. RPT will issue a further new release as soon as further details are available regarding the definitive terms of the Transaction (including the subscription receipt financing) and the resumption of trading.

About RPT

RPT is a Canadian mineral exploration company based in Vancouver, British Columbia. Since August 2009, RPT's principal focus has been to search for mineral properties, primarily zinc oxide mineralization, which may be suitable for application of the proprietary mineral processing technology developed by MetaLeach Limited, a wholly owned subsidiary of Alexander Mining PLC.

Oil and Gas Information

ArPetrol's reserve information is summarized in the table below and is taken from an audit examination dated April 29, 2010 prepared by Gaffney, Cline & Associates Inc. (the "GCA Report"). The effective date of the GCA Report is December 31, 2009 and it consists of an audit of the hydrocarbon liquid and natural gas reserves attributable to ArPetrol's interest in the Faro Virgenes concession as originally estimated by ArPetrol. The GCA Report has been prepared using assumptions and methodology guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

  Natural Gas Natural Gas Liquids
  Gross (MMcf)(1) Net (MMcf) Gross (Mbbl)(1) Net (Mbbl)
Proved Developed Producing 4,402 3,874 76 67
Proved Developed Non-Producing - - - -
Proved Undeveloped 22,031 19,387 382 336
Total Proved 26,433 23,261 458 403
Total Probable 14,229 12,521 246 217
Total Proved Plus Probable 40,662 35,782 704 620


(1) "MMcf" means million cubic feet and "Mbbl" means thousand barrels.

"Gross Reserves" are ArPetrol's working interest (operating or non-operating) share before deduction of royalties and without including any royalty interests of ArPetrol. "Net Reserves" are ArPetrol's working interest (operating or non-operating) share after deduction of royalty obligations plus ArPetrol's royalty interests in reserves.

"Proved" reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves. "Developed" reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (for example when compared to the cost of drilling a well) to put the reserves on production. "Developed Producing" reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty. "Developed Non-Producing" reserves are those reserves that either have not been on production, or have previously been on production but are shut in and the date of resumption of production is unknown. "Undeveloped" reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (for example, when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.

"Probable" reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

The reserve estimates provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual natural gas and condensate reserves may be greater than or less than the estimates provided herein. The GCA Report includes a number of assumptions made by either Gaffney, Cline & Associates Inc. or ArPetrol as at the date of the report relating to factors such as initial production rates, production decline rates, estimated ultimate recoveries, timing and amount of capital expenditures, marketability of production, future prices of natural gas, operating costs, well abandonment and salvage values, royalties and other government levies that may be imposed during the producing life of the reserves. Many of these assumptions are subject to change and are beyond the control of ArPetrol.

The term "boe" may be misleading, particularly if used in isolation. A boe conversion of 6 million cubic feet:1 barrel is based upon an energy equivalency conversion method primarily applicable at the burner tip and it does not represent a value equivalency at the well head.

Reader Advisory

This press release should not be considered a comprehensive summary of the Transaction. Additional information required by the TSX Venture Exchange will be disseminated at a future date following a satisfactory review by the TSX Venture Exchange. 

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, 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 RPT should be considered highly speculative.

Trading of the common shares of RPT will remain halted pending receipt and review by the TSX Venture Exchange of acceptable documentation regarding the combined entity following completion of the Transaction. The proposed Transaction has not been approved by the TSX Venture Exchange and remains subject to TSX Venture Exchange approval.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that this Transaction will be completed as proposed or at all.

An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the due diligence relating to the Transaction, the entering into of the transaction and financing documents, the completion of a planned subscription receipt financing and the satisfaction of the conditions precedent to the Transaction (including receipt of TSX Venture Exchange approval). Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. 

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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