The transaction is subject to certain conditions including the tendering of a minimum of 67% of the Profound Shares to the Offer, receipt of the Toronto Stock Exchange and Cork shareholder approval and other transaction specific and customary conditions. It is a condition of Cork that holders of approximately 67% of the outstanding Profound Shares, including all directors and officers of Profound, enter into lock-up agreements with Cork whereby they agree to tender their Profound Shares to the Offer and it is a condition of Profound that holders of approximately 4.5% of the outstanding Cork Shares, including all directors and officers of Cork, enter into support agreements with Profound whereby they agree to support a shareholder vote in favor of the transaction and related matters.
New Profound Highlights
The combination of Cork and Profound will create a natural gas leveraged company with high working interests and an extensive suite of drillable locations on a large prospective undeveloped land base. New Profound will have a strong presence in its Carrot Creek, North and South Pembina, and Cochrane core areas in west central Alberta and will provide significant economies of scale with its existing infrastructure and compatible land base. Upon closing of the transaction, New Profound will have:
-An experienced and dedicated management team, which will be comprised of the current management of Profound (the former Find Energy Ltd. management team, which grew Find to over 5,500 boe/d at the time of its sale to Shiningbank Energy Income Fund for $443 million in September 2006);
-Estimated production at closing after giving effect for normal declines and assuming no new production additions in the interim of 2,750 boe/d comprised of 650 bbls/d of oil and natural gas liquids and 12.5 mmcf/d of natural gas (76% weighed to natural gas);
-A land base of approximately 39,419 net undeveloped acres, providing a multi-year drilling inventory; -An expanded and diversified portfolio of low risk multi-zone drilling and completion opportunities in Carrot Creek, North and South Pembina, and Cochrane;
-A strong balance sheet, low leverage and financial flexibility. At closing and after transaction costs, New Profound expects to have approximately $19.9 million of debt (less than 1.0x debt/cash flow) on available bank lines of $47 million;
-An opportunity to realize administrative and operating efficiencies through considerable overlap of the asset bases and economies of scale; and
-A production base that is more than 90% operated.
Contingent on approval of this transaction by Cork shareholders, New Profound will be led by a strong Board and an experienced and dedicated management team as follows:
Board of Directors Principal Occupation ------------------ -------------------- William T. (Bill) Davis President and Chief Executive Officer of Profound Nicholas R. (Nick) Wemyss Executive Vice President and Chief Operating Officer of Profound Robert C. (Rob) Cook Senior Vice President of ARC Financial Corp. George Chow Executive Vice President Corporate of Savanna Energy Services Corp. Herbert (Herb) Pinder President of The Goal Group
Two additional directors will be nominated for New Profound, one of whom will be designated by Cork and the other nominee to be mutually agreed upon by Cork and Profound.
Management Team Position --------------- -------- William T. (Bill) Davis President and Chief Executive Officer Nicholas R. (Nick) Wemyss Executive Vice President and Chief Operating Officer Evelyn Burnett Vice President Finance and Chief Financial Officer Karl Rumpf Vice President Exploration Al Grabas Vice President Engineering Kevin Orriss Vice President Land Bill Kosich Vice President Drilling and Completions
Benefits to Shareholders of New Profound
The transaction provides a number of benefits to the shareholders of New Profound, namely:
-New Profound will have a stronger balance sheet and the necessary capital to further its drilling and exploration program and fulfill its outstanding drilling commitments;
-The properties of Cork and Profound are highly complementary and management of Profound has extensive experience in Cork's operating areas;
-Operationally, Profound has significant expertise in drilling wells in the target areas on a cost-effective and time efficient basis;
-Management and the employees of Profound have a proven track record in both the public markets and the operating areas to be developed;
-The transaction would provide Cork shareholders the opportunity to participate in an entity with better diversification and less risk; and
-As a result of the transaction, there would be additional synergies realized including complementary drilling programs and a reduction in finding costs and general and administration costs.
Profound is a private oil and gas company with operations focused in west central Alberta, predominantly in the same operating area that Cork has built its asset base. Since its formation in December 2006, Profound has built a concentrated asset base and prospect inventory through a large scale strategic farm-in agreement with an energy trust, participation at crown land sales and multi-section farm-ins on lands held by other operators.
At closing, Profound will have approximately 31.8 million fully diluted Shares outstanding, a net cash balance of $31.1 million, 140 barrels of oil equivalent per day ("boe/d") production with an additional 100/boe/d behind pipe, and 4,640 net acres of undeveloped land.
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