Petrobank and Ventus Agree To Merge

Petrobank Energy and Resources Ltd. and Ventus Energy Ltd. announced they have entered into an agreement to merge the two companies to form a new company. The arrangement provides Ventus shareholders the option of receiving $9.75 cash subject to a maximum cash distribution of $100 million or one common share of the new company for each Ventus common share. Each Petrobank shareholder will receive one new company common share for each 4.25 Petrobank shares held.

Petrobank's management will assume the senior executive positions in the new company. John D. Wright (President and Chief Executive Officer), M. Bruce Chernoff (Executive Vice President and Chief Financial Officer), and Ken C. McCagherty (Chief Operating Officer) all have extensive experience operating in the Western Canadian sedimentary basin and through their experience at Pacalta Resources Ltd. have a proven track record of executing high impact international projects.

The new company will have three focused core areas in Western Canada including northwest Alberta, central Alberta and southeast Saskatchewan which will provide the financial and technical platform from which domestic and high impact international projects will be pursued. In Western Canada, the new company will have 1.1 million net acres of undeveloped land with a large inventory of drilling locations that will allow the company to operate a year-round development and exploration program. At Gift Lake, an agreement with the Gift Lake Metis Settlement allows the company access to over 180,000 acres of highly prospective land. Ventus has drilled four exploration wells at Gift resulting in two gas discoveries. Further appraisal of these lands and full development of the existing discoveries is expected to occur this winter. Additionally, the new company will continue to focus on aboriginal partnerships covering significant northern core area land blocks.

Internationally, Petrobank recently entered into an agreement with PetroEcuador to evaluate the commercial viability of the large Pungarayacu and Oglan heavy oil pools in Ecuador's Oriente basin. The terms of the confidentiality agreement grant Petrobank access to PetroEcuador's extensive proprietary technical database covering the blocks. Petrobank will evaluate various development alternatives in order to identify an optimal exploitation strategy for this extensive resource base which is estimated to be in excess of 5 billion barrels in place. Upon completion of the study, if a commercially viable development strategy can be defined, the parties have agreed to use their ``best efforts'' to negotiate mutually acceptable business terms to see this exploitation strategy implemented.

Petrobank holds a 15% working interest in three exploration blocks comprising 1.4 million acres offshore Guinea-Bissau, West Africa. Petrobank recently completed a farm-out agreement with Premier Oil plc of the United Kingdom, whereby Premier has committed to drill an exploration well on the 2A block at Premier's sole cost. If successful, Petrobank has identified several similar prospects on trend in the adjacent blocks which have been licensed by Petrobank and Premier.

Ventus has also entered into a purchase and sale agreement to sell its Boyer property, which is currently producing approximately 13 Mmcf/d, for $107 million to a senior Canadian oil and gas company. Petrobank, through its subsidiary Barrington Petroleum Ltd., has entered into letters of intent to dispose of several non-core properties for estimated total proceeds in excess of $40 million.

After the contemplated dispositions the combined company will have gas production of approximately 35 Mmcf/d and liquids production of 10,000 barrels per day. Proforma net debt after completion of the transaction will be approximately $140 million including $47.5 million of subordinated notes and the new company will have 31.7 million common shares outstanding along with 2.0 million voting preferred shares.


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