FIELD ACTIVITIES / Alberta Oil & Gas provides update
1998-01-02
CALGARY, ALBERTA
Alberta Oil & Gas Petroleum Corp. ("AOG") announces that it has entered into
an arrangement agreement (the "Arrangement Agreement") with Cairo Energy
Inc., 763375 Alberta Ltd. ("763375"), and 763387 Alberta Ltd. ("763387") and
that it has appointed Kenneth L. McNeill as Chairman, President and Chief
Executive Officer of the corporation. Mr. McNeill was most recently Chief
Operating Officer of Amber Energy Inc. where he acted as both a senior
officer and lead negotiator of all of Amber's significant property
acquisitions from August 1993 until his resignation in October 1997. In
addition to the appointment of Mr. McNeill, AOG has reconstituted its Board
of Directors as follows:
New Directors
-------------
Kenneth L. McNeill - Chairman, President and C.E.O.
M. Bruce Chernoff - Executive Vice President, Pacalta Resources Ltd.
John A. Brussa - Partner, Burnet, Duckworth & Palmer
Retained Directors
------------------
Peter B. Whiteway - former President and C.E.O., prior thereto
Vice-President and Co-founder of Maxx Petroleum Ltd.
Dr. Urs Wehinger - former Chairman, Partner, Arnold, Wehinger, Kaelin &
Ferrari
Gunter Daiss - former Vice-Chairman, Independent Businessman
An additional new director and further senior management appointments will be
made and announced in the next few weeks.
Cairo, 763375 and 763387 (collectively, the "Acquired Companies") are private
companies controlled by Messrs. McNeill, Chernoff, Brussa and their
associates. The assets of the Acquired Companies consist principally of
approximately $9.0 million of cash and liquid marketable securities and oil
and gas properties. The oil and gas properties include proven and risked
probable reserves of approximately 989 thousand barrels of oil equivalent
with a present value of about $6.6 million (discounted at 15%) and
approximately 25,000 acres of net undeveloped land.
Under the terms of the Arrangement Agreement, the AOG common shares will be
consolidated on the basis of one new AOG share for each three issued and
outstanding old AOG shares. The common shares of the Acquired Companies will
be exchanged on the basis of one new AOG share for each issued and
outstanding share. After giving affect to the arrangement, AOG will have
approximately 12.3 million shares issued and outstanding.
This arrangement is subject to regulatory, court and shareholder approval.
It is anticipated that an information circular describing the arrangement
will be mailed to shareholders of AOG in February and that shareholders will
be asked to approve the arrangement at a special meeting to be held in late
March. Shareholders owning or controlling approximately 40% of the issued
and outstanding shares of AOG have committed to vote in favor of the
arrangement. It is anticipated that the arrangement will close in late
March 1998.
The Board of Directors believes that this transaction significantly enhances
shareholder value through strengthening the corporation's management,
technical and financial resources. With these changes, AOG is well
positioned for profitable growth as one of Canada's pre-eminent junior oil
and gas companies.
The Alberta Stock Exchange has neither approved nor disapproved the contents
of this press release.
FOR FURTHER INFORMATION CONTACT:
Kenneth L. McNeill
Chairman, President and C.E.O
(403) 269-3779 |
