Hello eyewatch
Here is some more off the wire that should answer your question:
Tuesday June 4, 9:00 am Eastern Time
Press Release
SOURCE: Mill City International Inc.
Mill City Announces Reorganization With Pantera Enterprises Inc.
CALGARY, June 4 /CNW/ - MILL CITY INTERNATIONAL INC. ("Mill City" or the "Company") (MIY-TSX Venture) (MIYN-OTC) is pleased to announce that it has entered into arm's length letter agreements dated May 24, 2002 with E3 Energy Ltd. ("E3") and Pantera Enterprises Inc. ("Pantera") (TSX Venture-PE) involving a reorganization of the Company. Pursuant to the agreements and assuming all transactions are finalized as contemplated, Mill City has agreed to complete a share exchange with the shareholders of E3 pursuant to which Mill City will acquire the E3 Shares in exchange for the issuance of that number of common shares which will result in the former E3 shareholders holding 49% of the then issued and outstanding common shares of the Company (this constituting a reverse take-over as described in TSX Policy 5.3). Mill City will also convey all of its existing assets to a wholly-owned subsidiary ("Newco") in return for Newco issuing 13,668,413 common shares of Newco (the "Newco Shares") to Mill City which will then be distributed to the shareholders of the Company (excluding the former E3 Shareholders). The Newco Shares will then be exchanged for common shares of Pantera, a CPC company, on a one for one basis. The Pantera share exchange will constitute Pantera's Qualifying Transaction pursuant to Policy 2.4 of the TSX Venture Exchange ("Exchange"). The reorganization has been unanimously approved by the board of directors of all of the companies and shareholders' meetings for Mill City and Pantera to approve the transactions are expected to be held in August, 2002.
Upon completion of the reorganization, Mill City will be renamed "E3 Energy Inc." and its shares will be consolidated on a 1 for 12 basis. The current officers of the Company will be replaced with a management team led by Paul Starnino as President and CEO and Glenn Downey as Senior Vice President Exploration. The transaction with E3 Energy will refocus the Company's business from mining exploration to a mainstream junior oil and gas company engaged in the exploration and development of natural gas and light oil in the Western Canadian Sedimentary Basin. The Company will focus capital to higher- quality, longer-life reservoirs in proven growth areas that offer existing infrastructure, low cost drilling, multi-zone potential and year round access and where possible, acquire operational control of those properties that will offer significant exploitation and exploration potential to the Company. Reflecting the new business direction, the Board of Directors of the Company will be reconstituted to be comprised of Messrs. Paul Starnino, Glenn Downey, Kevin Bennett, John Brussa and Mark Naylor, all of whom have extensive experience and success in the oil and gas business.
The following is a brief summary of the backgrounds of the proposed directors and senior management of the Company after completion of the reorganization:
Paul Starnino - Co-Founder, Director, President and CEO of E3. Paul Starnino is a professional geophysicist with over 18 years of experience in Western Canadian oil and gas exploration and development having graduated from the University of Waterloo with an honors Bachelor of Science Degree in applied physics. For that period from October 1996 to April 2000 Mr. Starnino was Co-Founder and Vice-President of Exploration of CrownJoule Exploration Ltd., an oil and gas company listed on the Toronto Stock Exchange which went from start up to producing over 2,000 BOE prior to being sold in April 2000. Mr. Starnino previously held senior exploration and management positions with AEC West Ltd, Texaco Canada Petroleum Inc., Amerada Hess Canada Ltd., Home Oil Company and Enerstar Resources Ltd.
Glenn Downey - Co-Founder, Director and Senior Vice President Exploration of E3. Glenn Downey is a professional geologist with over 22 years experience in petroleum exploration, exploitation and enhancement having graduated from the University of Calgary with a Bachelor of Science Degree in geology. Mr. Downey has worked continuously as a geologist in the oil and gas industry in progressively senior roles at Texaco Canada Resources Ltd, Paramount Resources Ltd., Canadian Natural Resources Limited, Riata Resources, Triumph Energy, Larch Energy Ltd., Encal Energy Ltd. and most recently at Richland Petroleum as Vice-President of Exploration.
John Brussa - John Brussa is currently a director of a number of publicly listed oil and gas companies. Mr. Brussa is a senior partner at the law firm of Burnet, Duckworth & Palmer LLP, Barristers and Solicitors and has been a partner with Burnet, Duckworth & Palmer LLP since 1987. John Brussa is currently a director of a number of public companies listed on the TSX and the TSX Venture including, Penn West Petroleum Ltd., Baytex Energy Ltd., Rio Alto Exploration Ltd., Ventus Energy Ltd. and Petrobank Energy and Resources Ltd., all TSX listed companies.
Kevin Bennett - Kevin Bennett is a private businessman. From 1998 to September 2001, Mr. Bennett was the President and Chief Operating Officer of Ventus Energy Ltd. ("Ventus"), a Calgary based, publicly traded oil and gas company. Prior to joining Ventus, Mr. Bennett was the Senior Vice President and Chief Operating Officer of Tarragon Oil and Gas Limited from 1989 to 1998. Prior to joining Tarragon, Mr. Bennett was employed by a variety of domestic and international companies, including Husky Oil Ltd., Geocrude Energy Inc. and Canada Northwest Energy Limited.
Mark Naylor - Mark Naylor is a Calgary businessman with over 15 years experience in starting and running small businesses in Calgary. Mr. Naylor is currently President and Chief Executive Officer of Surftime Internet Marketing Inc, a privately held multifaceted marketing and sales firm which offers free public high speed Internet Surfstation terminals at kiosks in high-traffic public areas. Mr. Naylor was the President and Chief Executive Officer of Classic Cowboys Designs Inc, a privately-held sportswear company in the manufacturing, printing, wholesaling and retailing business, from 1988 to 1998.
E3 is a recently incorporated Alberta private oil and gas company which is commencing operations. At the time of closing, E3 will have been capitalized for not less than $600,000 such funds to be raised through private placements with a limited number of investors. E3 has been formed for the purpose of pursuing oil and gas opportunities and it is contemplated on closing that its assets will be comprised of cash. As part of the reorganization, E3 has also agreed to use its reasonable best efforts to complete a financing of flow-through shares of the Company of at least $5,000,000 to finance the oil and gas activities of the Company.
Each of Mill City and E3 have agreed to pay an expense fee of $50,000 to the other under certain circumstances. All of the directors of Mill City have agreed to vote all of their shares in favour of the transaction. In addition, all of the shareholders of E3 have agreed to enter into the share exchange with Mill City.
To complete the overall corporate reorganization of the Company, the Newco Shares which are dividended, or otherwise distributed to the shareholders of Mill City, will be exchanged for Pantera Shares at a deemed price of $0.20 per Pantera Share with a deemed value of approximately $2,750,000 for all of the Newco Shares. 2,500,000 Pantera Shares are currently issued and outstanding and immediately prior to the completion of the share exchange with Pantera there will be 13,668,413 Newco Shares issued and outstanding (resulting in the issuance of 13,668,413 Pantera Shares to the shareholders of Mill City excluding the E3 Shareholders). Of the 2,500,000 Pantera Shares issued and outstanding, 1,000,000 of such Pantera Shares were issued to the founders of Pantera. As part of the reorganization, Newco has agreed to purchase 850,000 Pantera Shares from the founding shareholders at an effective price of $0.115 per Pantera Share. Following completion of the share exchange such shares will be cancelled.
The current assets of Mill City, which will effectively become the assets of Pantera following the reorganization, are comprised of cash and marketable securities (approximately $500,000), an undivided 50% interest in a gold exploration property in the Province of Ontario (the Tyranite Property), an undivided 44.5% interest in a diamond exploration property (the Yamba Lake Property) located directly to the north of BHP's Ekati Mine Property in the Northwest Territories and a pending acquisition of mineral claims in the Otish Mountains area, Quebec (all as more particularly set out in the Company's financial statements filed on SEDAR). The Yamba Lake Property is under option to SouthernEra Resources Ltd. pursuant to the terms and conditions of which SouthernEra has the option to earn up to an undivided 60% interest upon producing a bankable feasibility report on or before December 31, 2006. Mill City is in the process of obtaining an independent geological report in respect of its Yamba Lake Property (Northwest Territories) which will be included in the information circular to be provided to both the Mill City and the Pantera shareholders.
Upon completion of the reorganization, Pantera will be renamed and its officers and directors will be replaced with the current principal officers and directors of Mill City. The following is a brief summary of the backgrounds of the proposed directors and senior management of Pantera after completion of the share exchange:
James R. Brown - Director and Chairman of Mill City, Mr. Brown having been a director since 1986 and either President or Chairman since that time. Mr. Brown is a businessman having been involved in various private and public companies. Mr. Brown graduated from the University of Calgary with a Bachelor of Science Degree and thereafter obtained the designation of G.G. (GIA) from the Gemological Institute of America. He has extensive experience in public companies primarily involved in mineral resource exploration.
Robert D. Cudney - Director of Mill City since June 1993. Mr. Cudney is a businessman having been involved in various private and public companies dating back to November 1981. He has extensive experience in public companies primarily involved in mineral resource exploration and is currently a director and/or officer of various private and public companies, the public companies being North field Capital Corporation, Fort Knox Gold Resources Inc., Symatec Environmental Engineering Inc. and Endeavor Resources Inc.
Larry D. Revitt - Director and President of Mill City since September 1996. Mr. Revitt joined Mill City in June 1996 having previously been legal counsel since approximately 1987. Mr. Revitt graduated from the University of Calgary with a Bachelor of Arts Degree (Distinction) and Bachelor of Laws Degree in 1980. Mr. Revitt has extensive experience with publicly trading companies as a result of current and past directorships. In addition to being President and Director of Mill City, Mr. Revitt carries on an active legal practice part of which involves acting as counsel for various publicly trading companies whose shares trade on the facilities of the TSX.
Completion of the reorganization transactions will be conditional on greater than 50% of the Mill City shareholders and 50% of the disinterested shareholders of Pantera voting in favour of the reorganization and will be subject to all requisite regulatory approvals and other customary conditions, including the approval of the TSX Venture Exchange.
It is anticipated that trading in the shares of Mill City and Pantera shall remain halted until all approvals have been obtained and all contemplated reorganization matters are completed.
Completion of this transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO and Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Pantera and Mill City should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information
MILL CITY INTERNATIONAL INC., Larry D. Revitt, President, Tel: (403) 640-0110, PANTERA ENTERPRISES INC., Rick Skauge, President, Tel: (403) 261-0900, E3 ENERGY LTD., Paul Starnino, President, Tel: (403) 232-1508
Before this happens, we should here the results of SUF's activities at Yamba Lake this spring.
If SUF is unsuccessful, then I would imagine this O&G reverse takeover is the best and only chance of shareholders seeing anything come of their patience.
Regards
Vaughn |
