CALGARY, Dec. 19, 2014 -
Contact Exploration Inc. ("Contact") (TSX VENTURE:CEX) and
Donnycreek Energy Inc. ("Donnycreek") (TSX VENTURE:DCK) are pleased to announce the successful completion of the merger of the two companies pursuant to the previously announced plan of arrangement (the "Arrangement") to form
Kicking Horse Energy Inc. ("Kicking Horse" or the "Company").
Shareholders and optionholders of Contact and Donnycreek along with the Court of Queen's Bench of Alberta approved the Arrangement on December 19, 2014.
Kicking Horse will maintain a public listing on the TSX Venture Exchange ("TSXV") and expects that its common shares will begin trading on the TSXV under the symbol "KCK" on or about December 24, 2014. The Company has also assumed all of the liabilities and assets of each of Contact and Donnycreek in accordance with the terms of the Arrangement and the Business Corporations Act (Alberta).
Pursuant to the Arrangement, shareholders of Donnycreek received 0.600 shares of the Company for each Donnycreek share and shareholders of Contact received 0.075 shares of the Company for each Contact share. As a result, Kicking Horse has approximately 59.7 million shares outstanding. Additionally, all of the outstanding stock options of Contact and Donnycreek were exchanged for stock options of Kicking Horse based on each of the applicable Donnycreek and Contact exchange ratios under the Arrangement, with the exercise price of the issued Kicking Horse options being similarly adjusted.
Shareholders whose Donnycreek or Contact shares are held by a broker, agent or other intermediary should contact their broker or agent in respect of the exchange of their shares pursuant to the Arrangement. Registered holders of Donnycreek shares and Contact shares must deposit their certificates with a duly completed Letter of Transmittal in order to receive their Company shares, as set forth in the joint information circular (the "Circular") of Contact and Donnycreek dated November 21, 2014. Certificates formerly representing Donnycreek shares and Contact shares now represent only the right to receive Company Shares to which the holders thereof are entitled pursuant to the Arrangement.
Kicking Horse Credit Facility
Immediately subsequent to the closing of the Arrangement, the Company entered into a $70 million senior secured credit facility with a Canadian chartered bank. The credit facilities of Contact and Donnycreek have been retired in connection with the closing of the Arrangement.
Kicking Horse Operations Update
Reflective of the recent sharp decline in crude oil and natural gas liquids prices and the Company's focus on maintaining a strong balance sheet and financial flexibility, Kicking Horse will be proceeding with a single rig drilling program at East Kakwa, commencing in early 2015. In that connection, the Company expects to release one of two drilling rigs under contract at East Kakwa upon the completion of the drilling of the 08-11-063-6W6 well, expected in early January 2015. Once this well is rig released, Kicking Horse will have four new Montney wells drilled at East Kakwa awaiting completion, with completion operations expected to be carried out in the first quarter of 2015, and will also have two additional Montney wells drilled and completed awaiting tie-in. The Company is reviewing its capital expenditure plans for 2015, including for the drilling program at East Kakwa, and expects to provide additional guidance in this regard early in 2015.
For further information on the Company and the Arrangement, please refer to Contact's press release dated October 21, 2014 and the Circular, each of which are available on SEDAR at
www.sedar.com.
Forward-Looking Information
This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Contact as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the anticipated timing for the trading of the Company shares on the TSX Venture Exchange, the timing of the release of one of its rigs upon completion of the 08-11-063-6W6 well, the expectation of four wells to be drilled by December 31, 2014, the anticipated timing for completion of such wells and the anticipated timing for providing additional capital expenditures guidance. Such forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in Contact's Management's Discussion and Analysis prepared for the year ended March 31, 2014 and other documents found on the Company's profile on www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such act or other laws.
Neither 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.
Contact
Contact Exploration Inc.
Steve Harding, President & CEO
(403) 234-8663 x201
sharding@contactexp.com
Contact Exploration Inc.
Raymond Sully, COO
(403) 234-8663 x202
rsully@contactexp.com
Contact Exploration Inc.
Chad Kalmakoff, VP, Finance & CFO
(403) 234-8663 x213
ckalmakoff@contactexp.com
