Spartan Exploration Ltd.
TSX : SPE

Spartan Exploration Ltd.

April 29, 2011 20:45 ET

Spartan Exploration Ltd. Announces Closing of Pembina Acquisition and Additional Details Relating to Arrangement Agreement and ExploreCo Private Placement

CALGARY, ALBERTA--(Marketwire - April 29, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Spartan Exploration Ltd. (TSX:SPE) ("Spartan") is pleased to provide an update with respect to the previously announced arrangement agreement (the "Arrangement Agreement") whereby Spartan shareholders will receive, for each common share of Spartan ("Spartan Share"), $4.00 cash and one (1) share ("ExploreCo Share") in a new, separate junior exploration and production company ("ExploreCo"), which will be staffed with certain members of Spartan's existing management team (the "Arrangement").

Spartan has amended the terms of the Arrangement Agreement such that each person who holds Spartan Shares as of the effective date of the Arrangement will be entitled to receive, in addition to the consideration outlined above, 0.1667 of a common share purchase warrant ("ExploreCo Warrant") of ExploreCo for each Spartan Share held. Each whole ExploreCo Warrant will entitle the holder thereof to acquire 1.0 ExploreCo Share at a price equal to the net asset value per ExploreCo Share of the ExploreCo assets. The ExploreCo net asset value has been finally determined to be $1.49 per ExploreCo Share, which amount is comprised of the following:

Alberta oil and gas assets(1)$36.71 million
Saskatchewan oil and gas assets(2)$29.57 million
Undeveloped land(3)$15.88 million
Assumed debt$20.00 million
Net asset value$62.16 million
Fully diluted shares41.60 million
Net asset value per share$1.49
  1. Independent evaluation prepared by GLJ Petroleum Consultants dated April 19, 2011 and effective December 31, 2010 in respect of all of the Alberta properties being transferred into ExploreCo as part of the Arrangement Agreement.
  1. Independent evaluation prepared by Sproule Associates Limited dated April 15, 2011 and effective December 31, 2010 in respect of all of the Saskatchewan properties being transferred into ExploreCo as part of the Arrangement Agreement.
  1. Undeveloped land value from Seaton-Jordan & Associates Ltd. dated April 12, 2011 in respect of all of the undeveloped lands being transferred into ExploreCo as part of the Arrangement Agreement.

Holders of ExploreCo Warrants will have a period of 30 days (the "Expiry Date") from the date of issuance of such warrants to exercise their ExploreCo Warrants and pay the exercise price thereof. Assuming the ExploreCo Warrants are fully exercised, this will raise approximately $10.34 million in proceeds for ExploreCo.

With the addition of the ExploreCo Warrants to the transaction, Spartan has elected to reduce the size of the previously announced ExploreCo private placement from $15.0 million to $11.0 million, such that the total proceeds from the ExploreCo Warrants and the private placement is approximately $21.34 million. Proceeds from the ExploreCo Warrants and private placement will be used initially to retire the $20.0 million debt assumed by ExploreCo as part of the Arrangement and for general corporate purposes.

Interim Acquisition

Spartan also announces that it has completed its previously announced acquisition of certain assets in the Pembina area of Alberta for aggregate consideration, subject to normal adjustments, of $36.5 million from an intermediate oil and gas producer. The purchase price was funded by Spartan's existing credit facilities. The assets consist of approximately 250 boe/d, and include a 29.45% interest in the Pembina Keystone Cardium Unit No. 2 and approximately 15 net sections of undeveloped land that is prospective for Cardium oil. Certain of these assets, including approximately 200 boe/d, the 29.45% interest in the Pembina Keystone Cardium Unit No. 2 and 3.3 net sections of undeveloped land relating to the acquisition will be transferred to ExploreCo as part of the Arrangement.

ExploreCo Credit Facility

Based upon the 2010 year end reserve reports relating to the assets to be transferred into ExploreCo as part of the Arrangement Agreement, ExploreCo's bank has provided an indicative term sheet providing for an initial line of credit of $25 million, subject to final due diligence and credit approval by the bank.

Record Date for Special Meeting of Spartan Shareholders

The record date for the special meeting of Spartan shareholders to consider the Arrangement Agreement has been set as April 28, 2011. The special meeting of shareholders is scheduled to occur on May 31, 2011. The closing of the Arrangement is subject to the receipt of all Court, stock exchange and other regulatory approvals, receipt of the requisite shareholder approvals of Spartan, no material adverse change having occurred in Spartan and a number of other matters customary in transactions of this nature.

READER ADVISORY

This press release contains forward-looking statements as to Spartan's and ExploreCo's internal projections, expectations or beliefs relating to future events or future performance, including for ExploreCo, future financing, asset ownership and operating plans. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates" and similar expressions. These statements represent the expectations or beliefs of management of Spartan concerning, among other things, future capital expenditures and future operating results and various components thereof or the economic performance of Spartan and ExploreCo. The projections, estimates and beliefs contained in such forward-looking statements are based on management's assumptions relating to the production performance of ExploreCo's oil and gas assets, including the assets to be acquired through Spartan, the cost and competition for services throughout the oil and gas industry in 2011, the results of exploration and development activities during 2011, the market price for oil and gas, expectations regarding the availability of capital, estimates as to the size of reserves and resources, and the continuation of the current regulatory and tax regime in Canada, and necessarily involve known and unknown risks and uncertainties inherent in exploration and development activities, geological, technical, drilling and processing problems and other risks and uncertainties, including the business risks discussed in management's discussion and analysis and the annual information form of Spartan, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted. Spartan and ExploreCo do not individually or jointly undertake to update any forward looking information in this document whether as to new information, future events or otherwise except as required by securities rules and regulations.

This news release is not for dissemination in the United States or to any United States new services. The common shares of Spartan and ExploreCo have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Contact Information

  • Spartan Exploration Ltd.
    Richard F. McHardy
    President & CEO
    (403) 294-9196

    Spartan Exploration Ltd.
    Michelle Wiggins
    Vice President Finance & CFO
    (403) 294-9196

    Spartan Exploration Ltd.
    1000, 606 - 4th Street SW
    Calgary, Alberta
    (403) 294-9126 (FAX)
    www.spartanexp.com