pcNewsWire – Pinedale Energy Limited (TSX-V: MCF) has acquired all of the issued and outstanding shares of 0970831 B.C. Ltd.
Pinedale Energy issued a total of 4,229,096 Class A Shares and 95,770,904 Class B Shares of the Company to the shareholders of 0970831 BC.
0970831 BC was previously controlled by J. Bradley Windt and Leboeuf Bay Farms Inc., a private company controlled by Donald Sharpe. Windt and Sharpe are each insiders of the company. Upon completion of the transaction, Windt and Sharpe now own approximately 59.60% and 11.29%, respectively, of the issued and outstanding Class A Shares and own 100% of the Class B Shares.
News Release
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Pinedale Energy Completes Business Transaction
June 1, 2017 – Vancouver, British Columbia – Pinedale Energy Limited (formerly Outrider Energy Corp.) (“Pinedale” or the “Company”) (TSXV: MCF) is pleased to announce that it has acquired all of the issued and outstanding shares of 0970831 B.C. Ltd. (“0970831 BC”) as contemplated in its news releases dated March 1, 2017 and May 3, 2017 (the “Transaction”).
About Pinedale
Pinedale’s principal business activity is developing its long-life natural gas reserves in the Pinedale Field, situated in the Greater Green River Basin of Wyoming. Natural gas from the Pinedale Field is produced from the Lance Pool, a giant tight sandstone gas reservoir developed primarily between depths of 10,000 to 14,000 feet, and is developed by over 3,000 vertical and directionally drilled in-fill wells within a 110-square mile area. In 2016 over 0.5 trillion cubic of natural gas was produced from Pinedale Field, an average of 1.4 billion cubic feet of natural gas equivalent per day.
Pinedale, through its subsidiaries, owns non-operated interests in 17 oil and gas leases with an undivided working interest ranging from 11.56% to 21.25% in approximately 11,995 acres. In 2016, Pinedale’s subsidiary produced 1.06 billion cubic feet of gas and 9,600 barrels of oil, or 1.12 billion cubic feet of gas equivalent (95% gas) from 11 producing wells. The 11 wells were drilled during the second half of 2014 and early 2015. Pinedale’s gross proved plus probable reserves (based on a report prepared by Netherland, Sewell & Associates, Inc., in accordance with National Instrument 51-101 and the COGE Handbook) totaled 95.5 billion cubic feet of gas and 842 thousand barrels of oil (101.5 billion cubic feet equivalent; 93% undeveloped) and 113 locations (22.9 net). Pinedale anticipates that a multi-well drilling program involving up to 50 undeveloped locations on its leases will be developed in the next three years.
About the Transaction
In connection with the Transaction, the Company changed its name from “Outrider Energy Corp.” to “Pinedale Energy Limited”, changed the identifying name of its common shares to Class A common shares (“Class A Shares”), and created Class B common shares (“Class B Shares”) of the Company.
The Company issued a total of 4,229,096 Class A Shares and 95,770,904 Class B Shares of the Company to the shareholders of 0970831 BC. The Class B Shares are non-voting and each Class B Share will, on a pro rata basis, be automatically converted into one Class A Share if the Company determines that upon such conversion the Company would have a sufficient percentage of Class A Shares in the “Public Float” (as that term is defined and such requirement is set out in the policies of the TSX Venture Exchange (“TSXV”).
The board of directors of the Company is comprised of J. Bradley Windt, acting as President and Chief Executive Officer, Donald Sharpe, and John Proust. Barry Loughlin is the Chief Financial Officer and Corporate Secretary of the Company.
The Company has delisted its common shares from the Canadian Securities Exchange. Effective at the opening on Friday, June 2, 2017, the Class A Shares will be listed on the TSXV under the symbol “MCF”. Trading in the Class A Shares is expected to be immediately halted pending completion of all or a portion of the private placement announced on May 3, 2017. The Class B Shares are not listed on any stock exchange.
0970831 BC was previously controlled by J. Bradley Windt and Leboeuf Bay Farms Inc., a private company controlled by Donald Sharpe. Mr. Windt and Mr. Sharpe are each insiders of the Company. Upon completion of the Transaction, Mr. Windt and Mr. Sharpe now own approximately 59.60% and 11.29%, respectively, of the issued and outstanding Class A Shares and own 100% of the Class B Shares. The Company determined that an exemption from the formal valuation requirement of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”) was available for the Transaction pursuant to Section 5.5(b) of MI 61-101. The Company sought and obtained minority approval for the Transaction at its special shareholders’ meeting held on May 29, 2017.
The Company did not file a material change report more than 21 days in advance of the closing of the Transaction, which the Company deems reasonable and necessary in the circumstances as the closing date of the Transaction had not been established at that time and the Company wished to complete the Transaction in an expeditious manner.
Early Warning
On May 31, 2017 and in connection with the Transaction, J. Bradley Windt c/o of 1200 -750 West Pender Street, Vancouver BC V6C 2T8 acquired 3,805,763 Class A Shares, representing approximately 56.79% of the issued and outstanding Class A Shares, and 86,184,237 Class B Shares representing approximately 89.99% of the issued and outstanding Class B Shares. Immediately prior to the Transaction, Mr. Windt and 0676541 B.C. Ltd. (a company owned and controlled by Mr. Windt) owned 187,833 Class A Shares, representing approximately 7.60% of the issued and outstanding Class A Shares and 590,833 warrants of the Company. Mr. Windt did not own any Class B Shares immediately prior to the Transaction. Following the Transaction, Mr. Windt owned, in aggregate, 3,993,596 Class A Shares representing approximately 59.60% of the current issued and outstanding Class A Shares and 86,184,237 Class B Shares representing approximately 89.99% of the current issued and outstanding Class B Shares. Mr. Windt would own 90,768,666 Class A Shares, representing approximately 97.10% on a partially diluted basis, assuming the exercise of 590,833 warrants and conversion of 86,184,237 Class B Shares. The foregoing acquisition has resulted in an approximate 52.00% change in Mr. Windt’s ownership of Class A Shares on a non-diluted basis.
Pursuant to the Transaction, Mr. Windt was issued the foregoing securities at a price of $0.195 per share representing an aggregate value of $17,548,050 in consideration for his 1,116,981 common shares of 0970831 BC. Mr. Windt has no present intention to dispose of or acquire further securities of the Issuer, other than as disclosed in the information circular of the Issuer dated April 25, 2017. Mr. Windt may, in the future participate in financings and/or acquire or dispose of securities of the Issuer in the market, privately or otherwise, as circumstances or market conditions warrant.
On May 31, 2017 and in connection with the Transaction, Lebouef Bay Farms Inc. (a company owned and controlled by Donald Sharpe) c/o of 1200 -750 West Pender Street, Vancouver BC V6C 2T8 acquired 423,333 Class A Shares, representing approximately 6.32% of the issued and outstanding Class A Shares, and 9,586,667 Class B Shares representing approximately 10.01% of the issued and outstanding Class B Shares Immediately prior to the Transaction, Mr. Sharpe owned 333,333 Class A Shares, representing approximately 13.48% of the issued and outstanding Class A Shares and 458,333 warrants of the Company. Mr. Sharpe did not own any Class B Shares immediately prior to the Transaction. Following the Transaction, Mr. Sharpe owned, in aggregate, 756,666 Class A Shares representing approximately 11.29% of the current issued and outstanding Class A Shares and 9,586,667 Class B Shares representing approximately 10.01% of the current issued and outstanding Class B Shares. Mr. Sharpe would own 10,801,666 Class A Shares, representing approximately 64.50% on a partially diluted basis, assuming the exercise of 458,333 warrants and conversion of 9,586,667 Class B Shares. The foregoing acquisition has resulted in an approximate 2.19% change in Mr. Sharpe’s ownership of Class A Shares on a non-diluted basis.
Pursuant to the Transaction, Mr. Sharpe was issued the foregoing securities at a price of $0.195 per share representing an aggregate value of $1,951,950 in consideration for his 124,247 common shares of 0970831 BC. Mr. Sharpe has no present intention to dispose of or acquire further securities of the Issuer. Mr. Sharpe may, in the future participate in financings and/or acquire or dispose of securities of the Issuer in the market, privately or otherwise, as circumstances or market conditions warrant.
Notwithstanding the foregoing, the Class B Shares owned by Mr. Windt and Mr. Sharpe may not be converted into Class A Shares if such conversion would result in an insufficient percentage of Class A Shares being in the “Public Float” (as that term is defined and such requirement is set out in the TSX-V Policies).
For further information with respect to Pinedale or the contents of this news release, please contact:
J. Bradley Windt
President and Chief Executive Officer
bwindt@pinedaleenergy.com
Pinedale Energy Limited
Suite 650 – 669 Howe Street,
Vancouver, BC, Canada, V6C 0B4
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
