Keeper Resources Inc (C-KEE) - News Release
Keeper to acquire Whiteshell Energy as QT
Keeper Resources Inc KEE
Shares issued 11,700,000 KEE.P Mar 30 2004 close $ 0.39
Wednesday March 31 2004 News Release
Mr. Loren Komperdo reports
KEEPER RESOURCES INC. ANNOUNCES PROPOSED QUALIFYING TRANSACTION
Keeper Resources, effective March 30, 2004, has entered into a letter agreement for the arm's-length acquisition of Whiteshell Energy Limited, a private oil and gas company based in Calgary, Alta., incorporated under the Business Corporations Act (Alberta) on July 21, 1995. Pursuant to the terms of the agreement, Keeper intends to purchase all of the issued and outstanding securities of Whiteshell from the shareholders of Whiteshell (the vendors), 14 individuals and three corporations, for a total cash purchase price of $1.8-million subject to adjustments. The significant shareholders of Whiteshell are Chris Ritter, Elaine Ritter, Greg Ziegler and Caroline Ziegler, all of whom are residents of Calgary, Alta.
The transaction, once completed, is intended to constitute Keeper's qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange relating to capital pool companies.
Qualifying transaction
The closing of the qualifying transaction is subject to a number of terms and conditions including:
1. Keeper being satisfied in its sole and unfettered discretion, with its due diligence review of Whiteshell, Whiteshell's business, assets and liabilities, and Whiteshell's properties, including without limitation, its review of Whiteshell's title to and the environmental condition of the properties.
2. The vendors being the legal and beneficial owners of all of the issued and outstanding securities of Whiteshell free and clear of any and all encumbrances.
3. Keeper obtaining financing satisfactory to Keeper to enable it to pay the purchase price at the closing.
4. Keeper and Whiteshell entering into definitive documentation in respect of the qualifying transaction, including without limitation, a share purchase agreement, in form and substance satisfactory to Keeper.
5. Concurrently with the execution of the definitive share purchase agreement, payment of a $25,000 non-refundable deposit, to be credited against the purchase price.
6. Keeper obtaining all necessary third party consents and all necessary regulatory approvals to the completion of the transactions contemplated in the agreement, including without limitation, the approval of the TSX Venture Exchange.
The parties to the qualifying transaction are at arm's length to one another.
The qualifying transaction will not result in a change of management, a change in the board of directors, or a change of the significant shareholders of the corporation and all directors, officers and significant shareholders of the corporation after the completion of the qualifying transaction will be the same as disclosed in the prospectus of the corporation dated Jan. 15, 2004. The directors, officers and promoters of the corporation are:
Loren Komperdo, PGeol -- president, chief executive officer and director
Mr. Komperdo has been a geological consultant since July, 2003. Prior thereto, Mr. Komperdo was the president and chief executive officer of Tiberon Minerals Ltd., a Canadian mining company, and a senior executive officer with Celtic Minerals Ltd., Canadian mining company involved in the acquisition, exploration and development of mineral properties worldwide. Mr. Komperdo is a professional geologist who holds a BSc in geology from the University of Alberta.
Ron Gardiner -- vice-president and director
Mr. Gardiner has most recently been a geological consultant with Black Arrow Resources, a consulting company. Prior thereto, Mr. Gardiner was an exploration manager with Barrington Petroleum Ltd., an oil and gas company. Mr. Gardiner obtained a BSc in geology from the University of Calgary.
Tanya Kaczmarek -- vice-president of finance and chief financial officer
Ms. Kaczmarek has most recently been an accounting consultant, including with two public companies, Tiberon Minerals Ltd. and Celtic Minerals Ltd. Ms. Kaczmarek holds a diploma in business administration from Mount Royal College and a certified general accountant's designation.
Kevin Flaherty -- director
Mr. Flaherty has been the vice-president and chief financial officer and a director of Tiberon Minerals Ltd., a Canadian mining company, since 1995. In addition, Mr. Flaherty has been the president of Celtic Minerals Ltd., a Canadian mining company, since 1994. Mr. Flaherty holds a bachelor of arts (economics) degree from the University of Calgary and a master of business administration degree from the University of Calgary.
Wade Dawe -- director
Mr. Dawe is currently the president, and chief executive officer of Linear Resources Inc., a Canadian mining company. Mr. Dawe obtained a bachelor of commerce degree from Memorial University of Newfoundland in May, 1992.
John Brier -- director
Mr. Brier has been the president of Softec Online, Inc., a technology company, since February, 2002, and the president of SAC Online, Inc., a technology company, since February, 2002. Mr. Brier holds a degree in business administration from the University of Maine and a master of business administration degree from Thomas College.
Denis Ryan -- promoter
Mr. Ryan has been a partner with Morrison Williams Investment Management Ltd., an investment firm, since December, 1999. Prior thereto, Mr. Ryan was the vice-president, institutional asset management, for Altamira Management Ltd., a mutual fund company. Mr. Ryan holds a bachelor of arts degree from Memorial University in Newfoundland and took the Canadian Securities Course in 1983. In addition, Mr. Ryan received an honorary degree, a doctor of letters, from St. Mary's University in Halifax, N.S.
The corporation has applied to the TSX Venture exchange for an exemption from the sponsorship requirements of the TSX Venture exchange in connection with the qualifying transaction.
The qualifying transaction, the financing and related matters will not be submitted to the shareholders of Keeper for approval.
SELECTED FINANCIAL INFORMATION
OF WHITESHELL*
Year ended May 31
2003 2002
Oil and gas
sales $545,102 $299,545
Income from
operations $203,838 $95,331
Net income $169,038 $80,320
Assets $786,995 $559,249
Liabilities $127,276 $54,906
Working capital $56,683 $9,022
Shareholders'
equity $659,719 $504,343
* -- All financial information is unaudited.
Oil and gas assets
The properties held by Whiteshell are located at the Link, Bonnie Glen, Niton and Nevis areas of Alberta. Based on a reserve report titled evaluation of the oil and gas interests of Whiteshell Energy Limited as at Jan. 1, 2004, prepared for Whiteshell Energy Limited by Fekete Associates Inc., which was prepared in accordance with National Instrument 51-101 -- "Standards of Disclosure for Oil and Gas Activities" (NI 51-101), the estimated 2004 net production on the properties is approximately 334 thousand cubic feet per day and five barrels per day of natural gas liquids (61 barrels of oil equivalent at a 6:1 conversion rate). Also included are various pipelines, facility, battery and compressor interests associated with the properties.
An independent reserve evaluation of the properties in accordance with NI 51-101 will be completed in conjunction with the qualifying transaction. The corporation will issue a news release summarizing the reserve values of the properties and selected financial information of Whiteshell and the properties as soon as the reserve evaluation is completed.
Financing
Any financing conducted by Keeper will consist of either a (i) private placement of common shares in the capital of Keeper, on a flow-through basis, at a price of 45 cents per common share, or (ii) an issuance of common shares and share purchase warrants as units, with each unit comprising one common share and one-half of a warrant, at a price of 40 cents per unit. Each warrant would entitle the holder to purchase one common share at an exercise price of 55 cents. Any financing conducted by Keeper will be subject to regulatory approval and a further announcement will be made when terms for a financing have been finalized.
Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, further due diligence, and TSX Venture Exchange acceptance. 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 filing statement to be prepared in connection with the qualifying transaction, any information released or received with respect to the qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Keeper should be considered highly speculative.
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