Anglo Canadian Oil Corp.
TSX VENTURE : ACG

Anglo Canadian Oil Corp.

July 10, 2012 13:00 ET

Tallgrass Energy Corp. Announces $20 Million Equity Offering

CALGARY, ALBERTA--(Marketwire - July 10, 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 LAW.

This News Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the plan of arrangement and financing described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.

Further to the press release dated July 4, 2012 (the "July 4th Press Release") by Anglo Canadian Oil Corp. ("Anglo") (TSX VENTURE:ACG) and Tallgrass Energy Corp., ("Tallgrass" or the "Company") regarding the strategic business combination of Anglo and Tallgrass and the acquisition of certain producing Cardium light oil assets by Tallgrass, Tallgrass is pleased to announce that it has entered into an agreement with a syndicate of agents led by PI Financial Corp. ("PI" or the "Lead Agent") and including Casimir Capital Ltd. and Salman Partners Inc. (collectively, the "Agents"), with Macquarie Private Wealth Inc. as a special selling group member, for an offering of up to 33,333,334 subscription receipts ("Subscription Receipts") of Tallgrass on a reasonable commercial best efforts private placement basis pursuant to applicable private placement exemptions under applicable securities laws (the "Offering"). The Subscription Receipts will be offered at a price of $0.60 per Subscription Receipt for aggregate gross proceeds of up to approximately $20,000,000.

Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, to receive one unit of the Company (a "Unit"), upon meeting certain terms and conditions described below. Each Unit shall consist of one common share and one half of one transferable common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable into one additional common share ("Common Share") of the Company for 18 months from closing at an exercise price of $0.75 per Common Share.

As outlined in the July 4th Press Release, Tallgrass has entered into a purchase and sale agreement (the "Acquisition Agreement") with a public Canadian oil and gas exploration and production company (the "Vendor") to acquire certain producing Cardium light oil assets in the Bigoray and Niton areas of Alberta for cash consideration of $17.0 million (the "Asset Acquisition"). These properties are currently producing 450 boepd (73% oil and NGLs) with total proved and probable reserves of approximately 2.1 mmboe based on an independent engineering report prepared by GLJ Petroleum Consultants dated March 27, 2012 and effective December 31, 2011. Also included in the purchase are 10.25 sections of undeveloped Cardium rights which represent 40 potential drilling locations. After giving effect to this Asset Acquisition, Tallgrass would have aggregate production of approximately 610 boepd (73% oil). The Asset Acquisition is no longer subject to the approval of the Vendor's primary lender under its credit facility.

The net proceeds received by the Company from the sale of the Subscription Receipts will be applied to the Asset Acquisition, to reactivate certain wells, partially fund the drilling of one or two horizontal wells targeting the Cardium formation at Niton, and for general corporate purposes.

The Company announced a business combination with Anglo on July 4, 2012 by way of a plan of arrangement (the "Arrangement"). The Arrangement is expected to close in October 2012 at which time the Common Shares will become freely tradable. Closing of the Offering is expected to occur on or about July 27, 2012 or such other date as PI and the Company may agree (the "Closing Date"). The Arrangement contemplates the issuance of 14.4887 shares of Anglo for each of the currently issued and outstanding shares of Tallgrass, following which the shares of Anglo will be consolidated on a 14.5 to 1 basis. Shares issued pursuant to the Offering will be issued prior to the Anglo share exchange and consolidation. The resulting company will be named "Tallgrass Energy Corp.".

Upon the closing of the Offering, the gross proceeds from the issuance of Subscription Receipts (the "Escrowed Proceeds") less 50% of the Agents' commission will be held by a Canadian trust company or other escrow agent acceptable to the Company and the Lead Agent, on behalf of the Agents, and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of: (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Time. Provided the Escrow Release Conditions are satisfied on or before the Termination Time, the Escrowed Proceeds will be released to the Company (along with any accrued interest thereon) upon receipt of a notice by the Escrow Agent from PI, on behalf of the Agents, and the Company that certain Escrow Release Conditions have been satisfied (the "Escrow Release Notice"). The Subscription Receipts shall be deemed to be converted at such time without further action on the part of the holder upon closing of the Asset Acquisition. If the Asset Acquisition has not been completed by 4:00 pm (Calgary time) on August 31, 2012 (the "Acquisition Deadline"), the Acquisition Agreement (as such term is defined herein) is terminated at any earlier time or the Company advises the Agents or the public that it does not intend to proceed with the Asset Acquisition (in each case, the earliest of such dates being the "Termination Time"), the Escrowed Proceeds will be reimbursed on a pro rata basis to the holders of Subscription Receipts at the original subscription price, plus such holder's pro rata portion of any interest earned thereon.

If, following closing of the Acquisition Agreement and consequential exercise of the Subscription Receipts, the Company has not either achieved, on or before November 30, 2012 (i) a listing of its Common Shares, whether by IPO or RTO, on a recognized stock exchange in Canada; or (ii) a cash or public company share transaction accepted by shareholders resulting in a sale of more than 50% of the Common Shares of the Company (the "Liquidity Conditions") the subscribers to the Offering will also receive, for no further compensation, a further 0.05 Common Share and 0.025 Warrant for each Unit purchased pursuant to the Offering. If the Liquidity Conditions have still not occurred on or prior to June 30, 2013, the subscribers to the Offering will also receive, for no further compensation, a further 0.05 Common Share and 0.025 Warrant for each Unit purchased pursuant to the Offering.

About Anglo: Anglo is a Calgary, Alberta based corporation engaged in the exploration, development and production of petroleum. Anglo owns rights to 173,776 net acres (272 net sections) of potential Nordegg oil bearing lands in West Central Alberta as well as 90,658 acres (142 sections) of potential oil bearing lands in Central Alberta, with multi-stacked formation potential. Anglo has identified 30 potential drilling locations in the Nordegg. In addition, Anglo holds rights to 17,481 acres (27 sections) of potential Bakken and Mannville oil bearing lands in Southwest Saskatchewan. In the vast majority of these lands, the Corporation holds a 100% working interest. There are currently issued and outstanding 201,996,000 Common Shares which are listed on the TSX-V under the trading symbol "ACG".

About Tallgrass: Tallgrass is a private junior oil and gas company. Its primary exploration and production focus has been in east central Alberta where it has over 10,880 net acres (17 sections) of land and approximately 150 boepd of production. There are currently issued and outstanding 9,294,417 Common Shares.

Note Regarding Forward-Looking Statements and Other Advisories

This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of Anglo and Tallgrass' anticipated future operations, management focus, strategies, financial, operating and production results and business opportunities, expected production, cash flow, operating netbacks, debt ratios, our capital expenditure program, drilling and development plans and the timing thereof. In addition, and without limiting the generality of the forgoing, this press release contains forward looking information regarding the proposed Transactions including the impact of the Letter Agreement on Anglo and Tallgrass and Anglo and Tallgrass' results and development plans, the timing and anticipated closing date for the Transactions. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.

The forward-looking information is based on certain key expectations and assumptions made by Anglo and Tallgrass' management, including expectations and assumptions concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; future production rates and estimates of operating costs; performance of existing and future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; ability to market oil and natural gas successfully, Anglo and Tallgrass' ability to access capital and obtaining all necessary Anglo shareholder and Tallgrass shareholder and warrantholder approvals and the approvals of regulatory authorities, including the TSX-V.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Anglo and Tallgrass can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide shareholders with a more complete perspective on Anglo and Tallgrass' future operations and such information may not be appropriate for other purposes.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our 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).

These forward-looking statements are made as of the date of this press release and Anglo and Tallgrass disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Note: "BOE" means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. BOE's may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

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

  • Anglo Canadian Oil Corp.
    Jim Ehret
    President
    (403) 508-9961
    (403) 508-9395 (FAX)

    Anglo Canadian Oil Corp.
    1050 Ford Tower
    633 - 6th Avenue SW
    Calgary, Alberta T2P 2Y5
    reception@anglocanoil.com

    Tallgrass Energy Corp.
    John H. McAdam
    President & CEO
    (403) 262-0315
    (403) 262-0319 (FAX)

    Tallgrass Energy Corp.
    1810 Bow Valley Square II
    205 - 5th Avenue SW
    Calgary, Alberta T2P 2V7
    info@tallgrassenergy.ca