Tamm Oil & Gas Corp.

June 01, 2012 02:01 ET

TAMM Oil and Gas Corp. Provides Update to Its Oil Sands Projects

CALGARY, ALBERTA--(Marketwire - June 1, 2012) - TAMM Oil and Gas Corp. ("TAMM") (OTCBB:TAMO) is pleased to announce it has reached a binding agreement with CEC Carbonate Energy PLC, ("CEC") our farm in partner, to combine the assets of oil sands leases held by both companies into an Alberta based oil development corporation. This resulted in CEC incorporating CEC North Star Energy Ltd ("North Star") with its operational head office in Calgary, Alberta.

The terms of the agreement are:

The binding agreement is subject to several important conditions before final closing. Tamm will be required to re-domicile to Alberta and seek a majority approval from its shareholders for the transaction.

The transaction is structured on a put and call basis so that when these 2 events are completed, the transaction closes. The first leases will be transferred effective immediately into escrow in exchange for the put and call transaction and the fixing of the North Star share price effective today.

The board has approved the transaction with Wm Tighe and Guido Hilekes supporting but abstaining from voting due to declared conflicts of being either members of the board or family on the boards of both CEC and North Star.

With signing of this agreement, Mr. William Tighe of Tamm will now join North Star management team becoming COO of that corporation. Additionally Mr. Guido Hilekes will become a Director of North Star. Since the farm in was announced on November 2, 2011 - CEC and its management team have been completing extensive geological studies, mapping and engineering with the work now moving to kick of the development stage.

TAMM vends 1.3 billion barrels of Petroleum-initially-in-Place ("PIIP") for consideration paid by North Star of $162,500,000 Cdn paid in North Star shares issued from treasury. With 92,582,524 shares issued, the transaction would translate to $1.76 per share. In addition Tamm will continue to hold approximately 1.45 billion barrels of PIIP in its P&NG leases contiguous to these properties upon which on which North Star becomes the farm in Partner. The binding letter of intent and the subsequent agreements will be filed as an 8k.

Guido Hilekes - CEO and President is quoted - "The first year work program is designed to move the classification of the PIIP resource to contingent resource with expected increase in value and a 3d party NPV. By becoming a shareholder directly in North Star we participate in the increasing values immediately rather than waiting out the farm in process with no expenditure of capital. This according grows our shareholder value with each advancement of North Star. We also see great value in CEC structuring North Star to include almost immediate cash flows in the first year, via the light crude assets North Star also holds. This sets North Star as a standalone from other Heavy Oil start-ups with early positive cash flows. In addition North Star holds a conventional Bluesky Gething Oil sands with a planned SAGD pilot planed. By management of the multiple projects in parallel with a dedicated technical team, and early cash flow from the conventional crude projects, North Star will be avoiding some of the major CAPEX financings at the initial stages thus creating enhanced value with less or little dilution. The importance of this relationship with a solid Alberta based development company will also enhance the value of the rest of our large assets that are contiguous to the Oil Sands leases now combined into North Star."

Further information on TAMM and the TAMM projects can be found on the website at: http://www.tammoilandgas.com.

For further information on CEC and North Star please contact info@carbonateenergy.com


Some of the statements in this press release are forward-looking statements and are based on current expectations, assumptions, and estimates. Words and phrases such as "believes", "expect, anticipate", are intended to identify forward-looking statements. Forward-looking statements carry certain risks regarding an assumed set of economic conditions and courses of action, including: (a) whether we will have sufficient financial resources to continue to meet our operational goals and future plans; and (b) the Reports and its findings although completed in compliance with Canadian NI- 51-101 standards, were not necessarily prepared in conformity with SEC disclosure principals or guidelines. There is a significant risk that actual material results will vary from projected results. No information provided in this press release should be construed as a representation or indication in any manner whatsoever of the present or future value of the Company or its common stock. Readers of information contained in this press release should carefully review the Company's filings with the Securities and Exchange Commission that contain important information regarding the Company's financial results, its future plans, and their limitations, and the risks involved with the Company's operations. The Company disclaims any responsibility to update forward-looking statements made herein.

Contact Information