Standard Exploration Ltd
TSX VENTURE : SDE

Standard Exploration Ltd
Canadian Energy Exploration Inc.
TSX VENTURE : XPL

Canadian Energy Exploration Inc.

October 22, 2012 07:45 ET

Standard Exploration Ltd. and Canadian Energy Exploration Inc. Jointly Announce the Completion of the Previously Announced Acquisition of Canadian Energy Exploration Inc.

CALGARY, ALBERTA--(Marketwire - Oct. 22, 2012) -

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.

Standard Exploration Ltd. ("Standard") (TSX VENTURE:SDE) and Canadian Energy Exploration Inc. ("Canadian Energy") (TSX VENTURE:XPL) are pleased to announce the successful closing of the previously announced (on August 20, 2012) acquisition of Canadian Energy by Standard by way of plan of arrangement pursuant the provisions of the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the Arrangement, Standard acquired all of the issued and outstanding common shares of Canadian Energy (the "Canadian Energy Shares") (whereby each Canadian Energy Share was exchanged for 0.13986 (the "Exchange Ratio") of a common share of Standard (a "Standard Share")). Standard issued an aggregate of 17,978,619 Standard Shares, for the acquisition of all of the issued and outstanding Canadian Energy Shares. After the completion of the Arrangement, there are 81,430,907 Standard Shares issued and outstanding on a non-diluted basis.

As a result of the completion of the Arrangement, Canadian Energy is now a wholly-owned subsidiary of Standard. Each of the former officers and directors of Canadian Energy have resigned from Canadian Energy and pursuant to the Arrangement, Standard has appointed John McGilvray, previously a member of the board of directors of Canadian Energy, to the board of directors of Standard.

In addition, options to acquire Canadian Energy Shares and warrants to acquire Canadian Energy Shares shall, in accordance with their respective terms, cease to constitute a right to acquire Canadian Energy Shares and shall now constitute a right to acquire Standard Shares (as adjusted by the Exchange Ratio). Standard and Canadian Energy anticipate that the Canadian Energy Shares will be delisted from trading on the TSX Venture Exchange within two to three business days.

Standard is in a position to continue their focus on mergers/acquisitions and continue to develop drilling opportunities. Standard currently has:

  • $6.5 million in cash
  • $6.2 million proved plus probable reserves, discounted at 10%, effective March 31, 2012
  • 75-80 boe/d of which 90% is oil
  • Net operating income estimate of $65,000 per month or $780,000/annum

In the very near term (to the end of 2012), Standard plans to spend $1.3 million on drilling and seismic activities to fulfill a flow thru obligation of Canadian Energy.

Sayer Securities Inc. acted as exclusive financial advisor to Canadian Energy with respect to the Arrangement.

The Arrangement has been conditionally accepted by the TSX Venture Exchange. Final acceptance of the TSX Venture Exchange is subject to the satisfaction of a number of customary conditions.

READER ADVISORIES

Forward-Looking Information - This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the combined company's exploration and development activities, working capital, production, reserves, cash flow, undeveloped land holdings, anticipated benefits from the Arrangement and concerning the delisting of the Canadian Energy Shares from the TSX Venture Exchange. The forward-looking statements and information are based on certain key expectations and assumptions made by Standard and Canadian Energy, including expectations and assumptions concerning prevailing commodity prices and exchange rates, applicable royalty rates and tax laws; future well production rates and reserve volumes; the timing of receipt of regulatory approvals, the performance of existing wells; the success obtained in drilling new wells; and the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of labour and services. Although Standard and Canadian Energy believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Standard and Canadian Energy can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks.

These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. There are risks also inherent in the nature of the proposed Transaction, including failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; incorrect assessments of the values of the other entity; and failure to obtain the required regulatory and other third party approvals. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Standard's or the combined company's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Standard and Canadian Energy undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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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