BASE OIL AND GAS LTD. ANNOUNCES COMPLETION OF RECAPITALIZATION TRANSACTION AND NEW MANAGEMENT
14 Juin 2011 - 11:45PM
PR Newswire (Canada)
CALGARY, June 14, 2011 /CNW/ -- Symbol: BOG: TSX Venture
CALGARY, June 14, 2011 /CNW/ - Base Oil and Gas Ltd. ("Base Oil and
Gas" or the "Company") is pleased to announce that the previously
announced recapitalization of the Company has been completed (the
"Transaction"). New Management In accordance with the
reorganization and investment agreement dated effective May 19,
2011 (the "Agreement") between the Company and Richard Thompson and
Mr. Hany Beshry, Mr. Thompson has been appointed President and
Chief Executive Officer and a director of the Company and Mr.
Beshry has been appointed Executive Vice-President, Exploration of
the Company. In accordance with the terms of the Agreement,
the Company also announces that M. Elizabeth Burke-Gaffney has been
appointed Vice-President, Land of the Company. Senior management of
the Company now consists of Richard Thompson - President and Chief
Executive Officer, Hany Beshry - Executive Vice-President,
Exploration, Ms. Burke-Gaffney - Vice-President, Land and Roy Evans
- Vice-President, Finance and Chief Financial Officer. The
Board of Directors of the Company now consists of Dennis Feuchuk
(Chairman), Richard Thompson, Bruce Hammond, Richard Alexander and
Don Van Tetering. Private Placements The Company is also pleased to
announce that pursuant to the terms and conditions of the
Agreement, that today it has closed its previously announced
private placements (the "Private Placements"), resulting in the
issuance of 7,547,170 units of the Company (the "Units") at a price
of $0.1325 per Unit and 2,666,667 common shares of the Company
("Common Shares") at a price of $0.15 per Common Share, for
aggregate gross proceeds of $1.4 million. These proceeds will
be used to fund the Company's capital program, as well as for
current working capital purposes. Each Unit is comprised of one
Common Share and one Common Share purchase warrant (a
"Warrant") Each Warrant entitles the holder thereof to
purchase one Common Share at a price of $0.20 over the next five
years with 1/3 of the Warrants vesting when the five day weighted
average closing share price (the "Market Price") meets or exceeds
$0.26 per Common Share, 1/3 of the Warrants vesting when Market
Price equals or exceeds $0.325 per Common Share and the final 1/3
of the Warrants vesting when the Market Price equals or exceeds
$0.39 per Common Share. All securities issued in connection with
the Private Placements are subject to a four month hold period
which will expire on October 15, 2011. In accordance with the terms
of the Agreement, the Common Shares and Warrants acquired by Mr.
Thompson, Mr. Beshry and Ms. Burke-Gaffney are subject to a 24
month escrow wherein 25% of such securities shall be released on
each of the 6, 12, 18 and 24 month anniversaries of closing of the
Private Placements. Richard Thompson, 640, 910 - 7th Ave SW,
Calgary Alberta, an officer and a director of the Company announces
that, as a result of the Private Placements and the acquisition
Units thereunder, he has acquired beneficial ownership of 2,037,735
Common Shares, and direction over 1,735,850 Common Shares of the
Company acquired by his spouse Brenda Thompson, representing
3,773,585 Common Shares in the aggregate or 10.6% of the issued and
outstanding Common Shares. Prior to this acquisition, neither
Mr. Thompson or his spouse owned or exercised control or direction
over any Common Shares. Mr. Thompson and his spouse have acquired
the Common Shares for investment purposes only. For additional
information, please contact Richard Thompson at the number
indicated below. Resignations In accordance with the terms of the
Agreement, Mr. Henry Sykes and Mr. Don Cameron have resigned as
directors of the Company and Mr. Cameron, Vice-President
Exploration and Mr. Don Van Tetering, Vice-President Operations
have resigned as officers of the Company. The Company would
like to express its appreciation to both of them for their hard
work and dedication to the Company. Stock Exchange Approvals The
appointments of Mr. Thompson, Mr. Beshry and Ms. Burke-Gaffney and
the Private Placements remain subject to the final approval of the
TSX Venture Exchange. Corporate Strategy Base Oil and Gas Ltd. is a
Calgary based emerging oil and gas company, focused on the
development of light oil & liquids-rich gas reserves in the
Western Canadian Sedimentary basin. The Company's focus is
predominately on light oil and liquids-rich gas opportunities in
Alberta and Northeast B.C. The Company supplements its
exploration and development program with a focused acquisition and
consolidation strategy. The acquisition and consolidation
strategy is to expand the Company's suite of assets and provide a
platform for sustainable growth. Forward Looking and Cautionary
Statements This press release contains forward-looking
statements. More particularly, this document contains
statements concerning the use of proceeds from the Private
Placements. The forward-looking statements are based on
certain key expectations and assumptions made by the Company
including expectations and assumptions concerning: receipt of
required regulatory approvals and the future operations of the
Company. Although the Company believes that the expectations and
assumptions on which the forward-looking statements made by such
party are based are reasonable, undue reliance should not be placed
on the forward-looking statements because no assurance can be
provided that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required regulatory approvals are not
obtained; the risks associated with the oil and gas industry in
general; the ability to implement corporate strategies, the state
of domestic capital markets, the ability to obtain financing,
changes in general market conditions and other factors more fully
described from time to time in the reports and filings made by the
Company with securities regulatory authorities. The forward-looking
statements contained in this press release are made as of the date
hereof and the Company undertakes no obligation to update publicly
or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. NOT
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. To view this news
release in HTML formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/June2011/14/c6028.html
table valign="top" border="0" tr td colspan="2" Base Oil & Gas
Ltd. /td /tr tr td colspan="2" /td /tr tr td Richard
Thompson /td td Dennis Feuchuk /td /tr tr
td President and Chief Executive Officer /td td
Chairman of the Board /td /tr tr td (403)
384-0000 /td td (403) 384-0000 /td
/tr tr td a
href="mailto:richardt@baseoilandgas.ca"richardt@baseoilandgas.ca/a
/td td a
href="mailto:roye@baseoilandgas.ca"dennisf@baseoilandgas.ca/a /td
/tr tr td /td td /td /tr tr td colspan="2" or visit
the Company's website at a
href="http://www.baseoilandgas.ca/"www.baseoilandgas.ca/a.
/td /tr /table p /p
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