Ryland Oil Corporation

Ryland Oil Corporation

November 26, 2009 05:01 ET

Ryland Oil Announces Agreements to Purchase Eternal Energy Corporation and to Purchase Royalty

VANCOUVER, BRITISH COLUMBIA--(Marketwire – Nov. 26, 2009) - Ryland Oil Corporation ("Ryland" or "the Company") (TSX VENTURE:RYD) is pleased to announce the following:

Agreement to Acquire Eternal Energy Corporation

Ryland and Eternal Energy Corporation ("Eternal") have entered into an agreement under which Ryland will acquire all of the issued and outstanding shares of common stock of Eternal for consideration of 0.352 of one Ryland share for each Eternal share. The acquisition will be completed by way of a plan of arrangement. Eternal has approximately 50,550,000 shares outstanding on a fully diluted basis, and therefore the Eternal stockholders will receive approximately 17.8 million Ryland shares valued at CDN$0.36 per share based on a 20 day volume weighted average price for Ryland's stock, for total consideration of approximately CDN$6.42 million. Eternal is a Denver-based corporation whose shares are quoted for trading on the OTC Bulletin Board. Eternal has approximately U.S. $1.7 million in cash and is debt-free.

Eternal's assets include a 5% gross overriding royalty on production from all of the petroleum and natural gas leasehold acreage held by Ryland's wholly subsidiary Pebble Petroleum Inc. ("Pebble") in southeast Saskatchewan. The Eternal royalty extends to production from the Bakken formation in any lands in which Pebble's joint venture partner, TriAxon Resources Ltd., ("TriAxon") earns an interest under its farm-in agreements with Pebble respecting 81 sections of Flat Lake acreage. In addition, Ryland's U.S. subsidiary and Eternal are joint venture partners in North Dakota and Montana leasehold acreage, where Ryland holds a 90% working interest in 35,000 acres in PNG leases with Eternal holding 10%. Ryland and Eternal, together with a third party, are also joint venture partners in the Paradox Basin prospect in Colorado and Utah.

The arrangement is subject to the approval of the shareholders of both Ryland and Eternal, as well as court approval. The agreement is also subject to Canadian and U.S. regulatory approvals and the satisfaction of other conditions which are typical for transactions of a similar nature. The agreement is also conditional upon Ryland completing its financing previously announced on November 9th to pay out its trade payables.

"This acquisition is strategic for us," said Ryland President Gerry Shields. "The acquisition will result in a consolidation of our interests with those of Eternal in our various plays and strengthen our position, particularly in southeast Saskatchewan and North Dakota. By acquiring ownership and control of Eternal's 5% royalty on our Saskatchewan acreage, we will substantially improve the economics of future production. With increased industry focus on exploration in North Dakota of late, combining our 90% working interest in our acreage there with Eternal's 10% makes practical sense and will make it easier to transact business going forward. We believe that the shareholders of both companies will benefit from the synergies which will be realized from combining forces."

GMP Securities LP is acting as Ryland's advisor with respect to the Eternal acquisition.

Purchase of Royalties

Ryland has entered into an agreement to purchase a further 3% gross overriding royalty on all production from all southeast Saskatchewan properties held by Ryland's subsidiary, Pebble. The seller is a consultant to the Company. The royalty is reducible to 1.75% linked to Saskatchewan Crown holiday regulations. The royalty extends to all production from the Bakken formation in any lands which earned by TriAxon under its farm-in agreements with Pebble respecting 81 sections of Flat Lake acreage. In return for the 3% royalty, Ryland has agreed to pay to the seller a cash payment of US$1.2 million and issue to the seller 1.2 million Ryland common shares at a deemed price of CDN$0.36. The agreement is subject to regulatory approval and the satisfaction of certain conditions typical for transactions of like nature.

Said Mr. Shields: "The purchase of the 3% royalty, combined with the acquisition of Eternal, will effectively result in Ryland owning and controlling 8% of the 12% gross overriding royalties currently held on production from all southeast Saskatchewan properties held by our subsidiary, Pebble. This will reduce the royalty burdens to a more manageable and economic 4%. Ownership and control of these royalties will also give us greater latitude in structuring farm-outs, joint ventures, asset sales and other transactions."

In connection with the matters described above, Ryland has also granted options to acquire a total of 1,000,000 common shares of the Company at the exercise price of $0.40 for a period of 15 months to two consultants in accordance with the Company's stock option plan.

Purchase of Additional Bakken Acreage

Ryland has acquired Crown PNG leases covering an additional 3 sections of land in southeast Saskatchewan from the existing lessee at a cost of US$40,000. The leases are in a contiguous horizontal block and are adjacent to Ryland's prospective Flat Lake acreage. Ryland must successfully drill and complete up to 3 wells within the next five months in order to extend the leases by production. The Company has initiated the planning and permitting process to drill the wells. If the Company is successful, the additional acreage will add a significant number of potential well locations in Flat Lake.

Exploration and Drilling Update

Ryland's exploration focus continues to be on the Bakken formation in its 81 sections in the Flat Lake area of southeast Saskatchewan which it has joint ventured with TriAxon as operator (which on November 9th announced that it had entered into an agreement under which it will be acquired by Crescent Point Energy Corp.). TriAxon's third farm-in horizontal well on Ryland's Bakken lands in the Flat Lake area of southeast Saskatchewan, located at 1 - 22 - 1 - 14W2, is continuing to produce approximately 225 barrels of oil per day. This was the third earning well drilled by TriAxon under the farm-out agreements, with TriAxon paying 100% of the costs to drill, complete and equip the well to earn a 50% working interest in a portion of Ryland's surrounding acreage.

TriAxon has successfully drilled and completed a fourth earning horizontal well located at 3C5 - 30/4D8 - 30 - 1 - 1 - 15w2, approximately 4 miles northeast of the 1 - 22 - 1 - 14W2 well, and has very recently executed a 16 stage horizontal fracture stimulation of the well. The well is currently flowing back frac fluids.

TriAxon has also spudded a fifth earning well during the past 10 days, located at 4C14 - 12/4C14 - 13 - 1 - 15W2, approximately 5 miles west of the 1 - 22 - 1 - 14W2 well. TriAxon may elect to drill a total of 7 earning wells to fully earn in to its rights for the Bakken Formation across the Company's extensive Flat Lake acreage position.

Ryland has shut in its well located at 2D7 - 9 - 3D2 - 16 - 04 - 21W2 in the Hardy area of southeast Saskatchewan due to an increase in water production. The well is undergoing further assessment at this time.

Corporate Matters

Mr. Richard Findley has tendered his resignation as a director and Chairman of Ryland, due to other commitments. Mr. Findley has agreed to continue to serve the Company as a consultant. Mr. Jim Welykochy, the Company's Vice-President Corporate Development, has been appointed to the board of directors to fill the vacancy created by Mr. Findley's resignation.

Ryland also continues to consider strategic alternatives with its financial advisor and agent, GMP Securities LP, to enhance corporate and shareholder value.


Gerald J. Shields, President

Issued and Outstanding: 193,576,106

Neither 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

  • Ryland Oil Corporation
    Mr. Jim Welykochy
    Vice-President Corporate Development