TransAtlantic announced today the completion of its acquisition of Longe Energy Limited ("Longe"), an entity controlled by the Company's Chairman, N. Malone Mitchell 3rd, and the closing of a concurrent private placement.
The Company acquired Longe in exchange for the issuance of 39,583,333 common shares and 10,000,000 common share purchase warrants. The common share purchase warrants are exercisable until December 30, 2011 and entitle the holder to purchase one common share for each warrant at an exercise price of $3.00 per share. Concurrently, the Company issued 35,416,667 common shares at a price of $1.20 per share (Cdn $1.47 per share) in a private placement with Mr. Mitchell and associated persons, resulting in gross proceeds of $42.5 million (Cdn $51.9 million).
The closing of these transactions transforms the Company from a prospect generator to a vertically integrated project developer. Through the acquisition of Longe and its rigs and equipment, the Company anticipates it will reduce its finding and development costs, ensure equipment availability, and control the timing of project development. Additionally, the strategy affords opportunities to "drill to earn" with third-parties and provide services to third-party operators when the Company's rigs, equipment, and services are not deployed for its own account.
When the Company agreed to the Longe acquisition in September, it committed to a course of action that would enable it to mobilize and commence drilling in all three countries in which it operates at the same time in early 2009. Closing of the Longe acquisition and the concurrent private placement was expected by early November, but in order to clear various regulatory hurdles, the Company's special meeting of shareholder's to approve the transactions was delayed until December 29. To be able to pursue the strategy of commencing drilling operations in all three countries, both Longe and TransAtlantic continued to acquire additional equipment, especially those with long lead times, even though the transactions had not yet closed.
As a result, Longe has acquired rigs, equipment and consumables purchased for approximately $40 million. In addition, the Company determined that it would need additional equipment such as vehicles, bits, tubulars and spare parts to support its planned drilling activities in 2009. Accordingly, the Company engaged Viking Drilling (an affiliate of Mr. Mitchell) to purchase on behalf of the Company this needed equipment and agreed to purchase that equipment from Viking Drilling, at cost, after the transactions closed. Therefore, post-closing, the Company will acquire additional equipment, parts, pipe and consumables for approximately $20 million that Viking Drilling and Longe have purchased or ordered on the Company's behalf.
Following this series of transactions, the Company will have approximately $20 million in cash on hand as it enters 2009. In view of world economic uncertainty, the Company's expectations for 2009 are far different than the expectations it held just four months ago.
As Mr. Mitchell explains, "These are unprecedented times for the industry. The dramatic downturn in commodity prices combined with a drastic shift in the mood of credit and capital markets have given all operators pause to consider the wisdom of accelerating any discretionary exploration. Historically, exploration and development activity has always been curtailed in down cycles, which has led to a tightening of supply and served as the basis for a return to higher prices. Although this cycle may be longer with the demand side of the equation being affected by a world-wide recession, I believe the decline of existing production will cross the demand curve within the next 12 to 18 months. That leaves me feeling very positive about the long-terms prospects of TransAtlantic. We are in the right places focusing on the right things. We are not simply sitting on the sidelines. Our operations staff is busy working on ways to reduce costs and streamline processes. We are also looking at sensible acquisitions, such as our takeover bid for Incremental Petroleum. And with modern equipment and spare capacity, we become an attractive service provider as compared to other operators in Morocco and Turkey today. Finally, following an anticipated economic and industry recovery, we will be able to drill our exploratory prospects and bring any discoveries on line quicker and more cheaply than would be possible today."
In light of these changed circumstances, the Company will nevertheless continue its plans to grow through organic development and acquisitions, albeit at a more measured pace. The Company is staging mobilization of its drilling rigs to Morocco first, Turkey second and Romania thereafter. The Company has one rig presently conducting a re-entry operation in Morocco and a second rig arriving in Morocco in early January to start drilling by February. The rig for Turkey is scheduled to arrive there in late January and move directly to location. The Company continues to actively prepare for drilling additional wells in all three countries by permitting wells and building roads and locations but will likely delay starting this additional drilling until the second quarter of 2009.
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