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Petrobank and PetroBakken Announce Completion of Reorganization
By: Marketwired .
Dec. 31, 2012 04:35 PM
CALGARY, ALBERTA -- (Marketwire) -- 12/31/12 -- Petrobank Energy and Resources Ltd. (TSX:PBG) and PetroBakken Energy Ltd. (TSX:PBN) are pleased to announce that our previously proposed reorganization, which will result in Petrobank shareholders effectively receiving Petrobank's share holdings in PetroBakken while maintaining their interest in the remaining Petrobank assets (the "Reorganization"), was completed on December 31, 2012 (the "Effective Date").
The Reorganization resulted in a newly incorporated company ("New Petrobank") acquiring all of the assets and liabilities of Petrobank, other than its PetroBakken common shares. Through the Reorganization, each share of Petrobank outstanding on the Effective Date was effectively exchanged for 1.1051 shares of PetroBakken and one share of New Petrobank, which will own and operate Petrobank's existing heavy oil business, its THAI® and related technologies and will have no debt and over $100 million of cash and marketable securities (pro-forma the receipt of PetroBakken's December dividend in mid-January).
The TSX determined that due bill trading procedures were used in connection with the distribution of the PetroBakken shares to the Petrobank shareholders pursuant to the Reorganization. As a result of the use of due bills, purchasers of Petrobank Shares on the TSX in the period from December 27, 2012 to December 31, 2012 (the "Due Bill Period") will be entitled to receive the PetroBakken shares notwithstanding that such purchases will not settle until after December 31, 2012. Any trades that were executed during the Due Bill Period will be automatically flagged to ensure that such purchasers receive the entitlement to the PetroBakken shares and the sellers do not. The due bills will be redeemed on January 4, 2013 once all trades with attached due bills entered into up to the end of the Due Bill Period have settled.
The ex-distribution date for the entitlement to receive the PetroBakken shares pursuant to the Reorganization will be January 2, 2013. Accordingly, any trades in New Petrobank shares made on or after January 2, 2013 will not include the right to receive the PetroBakken shares to be distributed pursuant to the Reorganization. The New Petrobank shares will trade under Petrobank's existing share symbol, "PBG" and PetroBakken will continue to trade under its existing share symbol, "PBN".
Tax information has been published on the websites of both Petrobank and PetroBakken and further information regarding the estimated fair market value of the New Petrobank shares will be posted in January; however shareholders are encouraged to seek the advice of their own tax professionals.
Petrobank Energy and Resources Ltd. is a Calgary-based oil and natural gas exploration and production company with operations in western Canada. Petrobank' is applying its patented THAI® heavy oil recovery process in the field. THAI® is an evolutionary in-situ combustion technology for the recovery of bitumen and heavy oil. THAI® and CAPRI® are registered trademarks of Archon Technologies Ltd., a wholly-owned subsidiary of Petrobank Energy and Resources Ltd., for specialized methods for recovery of oil from subterranean formations through in-situ combustion techniques and methodologies with or without upgrading catalysts. Used under license by Petrobank Energy and Resources Ltd.
PetroBakken Energy Ltd. is an oil and gas exploration and production company combining light oil Bakken and Cardium resource plays with conventional light oil assets, delivering industry leading operating netbacks, strong cash flows and production growth. PetroBakken is applying leading edge technology to a multi-year inventory of Bakken and Cardium light oil development locations. Our strategy is to deliver accretive production and reserves growth, along with an attractive dividend yield.
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