Marauder has proposed a corporate reorganization by way of Plan of Arrangement whereby:
(a) Maruader will sell its deep natural gas interests in PL 2901 to Baccaro Energy Ltd. ("Baccaro"), a wholly owned subsidiary, for approximately $12 million in cash and shares, plus the assumption of obligations. It is anticipated that these natural gas interests will become a 3.69% unit interest in Deep Panuke;
(b) Coincident with the proposed reorganization, Marauder has executed a Letter of Intent to acquire the 51% interest of ExxonMobil Canada Properties and the 24.5% interest of Shell Canada Energy ("Shell") in SDL 2255H. Such potential interests are anticipated by Marauder to become a 17.94% unit interest in Deep Panuke.
(c) Marauder intends to assign its rights under the Letter of Intent to Baccaro in order for Baccaro to negotiate a formal purchase and sale agreement with ExxonMobil and Shell.
The acquisitions are subject to financing and Scotia Capital Inc. has been engaged by Baccaro to lead an offering of Special Warrants. Further details of the financing will be forthcoming.
Upon closing the acquisitions and financing, Baccaro will be a separate company, independent of Marauder, with assets that are anticipated to become a 21.63% unit interest in Deep Panuke. The Deep Panuke project is located 250 km offshore, Nova Scotia, and is scheduled to go on production in the fourth quarter of 2010 at 300 MMSCFD. EnCana, the operator of the field, filed the Development Plan Application for the Deep Panuke field in November 2006 and is in the process of finalizing field unitization. The estimated P50 to P10 gross sales gas volumes for the project range from 618 to 892 BCF.
Pursuant to the proposed Plan of Arrangement, Marauder shareholders may elect to reduce their shareholdings in the Company and receive shares of Baccaro. Marauder will retain a minimum of approximately $9 million (net of transaction costs) in order to pursue its other business interests.
Marauder continues to actively pursue new business interests in North Africa, which Marauder has been investigating for approximately 18 months.
Certain of the management and directors of Marauder will continue as officers and directors of Baccaro as well as Marauder, which may result in the proposed transaction being a 'related party transaction' pursuant to securities regulations and the proposed transaction will be subject to shareholder and regulatory approvals as well as financing.
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