Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CONDOR ENERGY LIMITED M&A Activity 2011

Mar 23, 2011

64676_rns_2011-03-23_a5517cc3-4b6f-4ab1-bc99-e04ccf3e475c.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [560 x 81] intentionally omitted <==

24 March 2011

ASX Announcement

PetroFrontier Corp. and Texalta Petroleum Ltd. Announce Proposed Business Combination

Baraka Energy and Resources Ltd (“Baraka” or “the Company”) (ASX:BKP) advise that PetroFrontier Corp. ("PetroFrontier") (TSX VENTURE:PFC), our joint venture partner and operator of our tenements, EP 127 and EP 128, in the Southern Georgina Basin in the Northern Territory, and Texalta Petroleum Ltd. ("Texalta") (TSX VENTURE:TEX.A) have announced that they have entered into an Arrangement Agreement (the "Arrangement Agreement") dated March 21, 2011 to complete a business combination (the "Transaction") pursuant to which PetroFrontier will acquire all of the outstanding shares of Texalta.

The Transaction requires approval by the Texalta shareholders at a special shareholders meeting expected to be held in May 2011. All directors and officers of Texalta, as well as certain shareholders, will enter into lock-up agreements to vote in favour of the Transaction. Subject to receipt of shareholder, court and regulatory approval, the Transaction is expected to close in late May 2011. Pursuant to the terms of the Arrangement Agreement, each of PetroFrontier and Texalta have agreed to pay to the other party a termination fee of $2,000,000 under certain circumstances.

STRATEGIC RATIONALE

The Transaction consolidates the ownership of exploration permits EP 103 and EP 104 in Australia's Southern Georgina Basin, which represents one of the last remaining virtually unexplored, hydrocarbon prospective, onshore sedimentary basins in the world. To date, only eighteen wells have been drilled within the entire Southern Georgina Basin, an area covering over 24 million acres. Only seven wells have been drilled to date on EP 103 and 104. Post closing of the Transaction, PetroFrontier will own a 100% working interest in EP 103 and EP 104 (5.7 million net/gross acres) as well as a 75% working interest in EP 127 and EP 128 (5.9 million net acres / 7.9 million gross acres), for a total ownership interest of 11.6 million net acres (85.5% of 13.6 million gross acres) in the Southern Georgina Basin.

Baraka’s permits EP 127 and EP 128 are located in the south east-central area of the Northern Territory, south east of Tennant Creek and north east of Alice Springs (see map below).

==> picture [560 x 94] intentionally omitted <==

==> picture [560 x 81] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 18] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

==> picture [419 x 14] intentionally omitted <==

In addition to conventional carbonate targets, Ryder Scott Company has prepared a report evaluating PetroFrontier's oil and natural gas resources, effective November 1, 2010, (the "Ryder Scott Report"), which estimated that the Lower Arthur Creek "Hot Shale" found in EP 103 and EP 104 contains best estimate un-risked, undiscovered original oil in place of 192 billion barrels and best estimate, un-risked, prospective recoverable oil resources of 18.8 billion barrels. In total, the Ryder Scott Report estimates that EP 103, EP 104, EP 127 and EP 128 contain 27.5 billion barrels of best estimate, un-risked prospective recoverable oil resources.

The Transaction will allow PetroFrontier to accelerate its high impact, light oil exploration program in Australia. PetroFrontier believes that the Southern Georgina Basin petroleum system is geologically analogous to proven unconventional Bakken Shale and conventional carbonate ramp plays in southeast Saskatchewan and North Dakota. PetroFrontier has raised significant funds to date and is well capitalised to execute on its planned 20 well horizontal drilling program. PetroFrontier is preparing to mobilise a drilling rig to the location of its first exploration well, Baldwin-2, on EP 103 and a spud date is expected in the second quarter of 2011. The second well expected to be drilled by PetroFrontier (but not

==> picture [560 x 81] intentionally omitted <==

part of the 20 Well Program) will be a horizontal well ("MacIntyre-2") in EP 127, Northern Territory, Australia where PetroFrontier holds a 75% working interest and is also the operator. MacIntyre-2 will be a twin to the existing "MacIntyre-1" well. MacIntyre-1 will be the pilot hole for the horizontal leg of MacIntyre-2 into the Basal Arthur Creek shale zone. MacIntyre-2 also includes conventional targets above the Basal Arthur Creek shale zone. Drilling has been delayed as a result of road bans throughout Queensland caused by significant flooding earlier in the year.

Baraka is of the opinion that this consolidation of the Canadians interests expresses complete confidence in the Southern Georgina Basin project and a possible view that they would like to totally control the basin. Baraka has a carried undivided 25% working interest up to completion of a minimum of 500 meters of horizontal drilling into the Basel Arthur Creek Shale on either EP 127 or EP 128. This zone commences at a depth of approximately 770 meters vertical depth on EP 127. Baraka also retains an undivided 75% working interest in approximately 75kms[2] around the Elkedra-7 well on EP 127, where previous drilling has indicated oil shows.

END

For further information please contact:

Mr Collin Vost Managing Director Baraka Energy and Resources Ltd Tel: 08 6436 2350

Em: [email protected]

==> picture [560 x 94] intentionally omitted <==