ACQUISITION / Tessex Energy Inc. enters into Letter of Intent
Tessex Energy Inc. (Tessex) is pleased to announce that it has entered into
a Letter of Intent relative to a Plan of Arrangement with Encounter Energy
Inc., a privately held oil and gas company. The effective share ratio for the
transaction will be 1.67 shares of Tessex for each Encounter share.
Subsequent to a one for three share consolidation, the new Company will have
14,174,779 shares issued and outstanding and 18,705,720 shares on a fully
diluted basis.
In connection with the combination, the current officers of Tessex will
resign and be replaced with the current officers of Encounter: John H.
Carruthers as Chairman and CEO, Paul L. Mitchell as President, C.A. (Butch)
Bauer as V.P. Engineering and Donald C. Ross as V.P. Finance and Chief
Financial Officer. All of these individuals have extensive oil and gas
experience in both private and public companies. John Carruthers was the
founder and president of Lorrac Energy Ltd. which was merged in 1996 to form
Tethys Energy Inc. Paul Mitchell was a founder and V.P. Exploration of Amber
Energy Inc. until his resignation in late 1996. Don Ross was a founder of
Amber Energy Inc. and Intensity Resources Ltd. and has held a number of
senior finance positions within the oil and gas industry. Butch Bauer was the
founder and president of Maxon Energy Inc. which was sold in 1995 to Neutrino
Resources Inc. The current president of Tessex, Mr. Bill Wilson, will retire.
The new Company will operate under the name of Encounter Energy Inc.
The Board of Directors of Tessex (Encounter) will be reconstituted by the
addition of three (3) new board members: John H. Carruthers, Paul L. Mitchell
and William S. Maslechko. John A. Tessari and Robert J. Tessari will remain
on the Board of Directors.
The new company will be positioned for rapid growth with over $7.0 Million
working capital and a current annualized cashflow of approximately $2.5
Million. Current production is 625 BOED which is anticipated to increase to
800 BOED over the next several months.
The combination is subject to formal documentation, satisfactory due
diligence review, receipt of all required regulatory approvals and approval
of the shareholders of each of Tessex and Encounter. A special meeting of the
shareholders of each Tessex and Encounter will be held in April, 1998 to
approve the combination.
The shares of Tessex are listed on the Alberta Stock Exchange and trade under
the symbol of TES.A.
"Wilfred Wilson", President
For further information, please contact: Wilfred J. Wilson, President, Tessex
Energy Inc., 950, 717 7th Avenue S.W. Calgary, Alberta T2P 0Z3, Telephone:
403-266-2651. John H. Carruthers, 403-261-7176 or Paul L. Mitchell 403-
261-7177, 1940, 540 5th Avenue S.W. Calgary, Alberta T2P 0M2 |
