OphiraVencap Inc. Announces Proposed Qualifying Transaction with North Sea Energy Inc.
July 28th, 2007OphiraVencap Inc. (”OPHIRA”) announces that on July 27, 2007 it signed a Letter of Intent (the “Letter of Intent”) with North Sea Energy Inc. (”NORTH SEA”), an arm’s length party, for the potential acquisition of all the issued and outstanding shares of NORTH SEA whether directly, by way of three cornered amalgamation, or by merger (any of the foregoing, a “Business Combination”) such Business Combination to constitute the Qualifying Transaction, as such term is defined in the Policy 2.4 of the TSXV, of OPHIRA (the “QT”).
About North Sea Energy Inc.
NORTH SEA is a Canadian private company focused on oil and gas development and exploration in the United Kingdom’s North Sea. The lead project, the Basil Discovery, was successfully drilled by NORTH SEA and Ithaca Energy Inc. (TSX.V: IAE) in May 2007 and is currently in the development and engineering stage with production anticipated to commence in the second half of 2008. In addition, NORTH SEA will be participating in the exploration of the Triton and Zeus prospects in the Outer Moray Firth and Central North Sea respectively. NORTH SEA is targeting additional strategic ventures and has recently received letters of intent (LOI) that it is presently negotiating on five additional prospective targets in the North Sea.
Management
The current members of the management of NORTH SEA and their brief biographies are as follows:
Mark Brennan, Chairman, is currently Co-Executive Chairman of Brazoil Corporation, President and Chief Executive Officer of Largo Resources and Chairman of Vast Exploration. He was a founding member of Desert Sun Mining and has over 20 years financing experience in North America and European financial markets. He is also the founder and principal of Linear Capital Corp. and former President, Chief Executive Officer and Chairman of Admiral Bay Resources.
Craig Anderson, President, Chief Executive Officer and Director, is President and Chief Executive Officer of Anderson Capital Inc. and has 15 years experience in financial services. He has extensive experience financing international oil and gas and resources companies. He has financed and helped develop three very successful North Sea public oil companies.
C. Brent Austin, Chairman Technical Oversight Committee, Brent has been active for over 35 years in the domestic and international oil and gas industry initially as a petrophysical engineer with Shell Canada and after as a consultant with Intercomp on the reservoir evaluation and simulation of most of the major oilfields in the Middle East including Ghawar, Kirkuk and Dahra Hofra. In the mid 1990’s as GM International E&P for PanCanadian Petroleum, he led the teams that secured PCP’s first operated concessions in Venezuela and offshore Brazil and drilled the company’s first wells, as an operator, in the Dutch sector of the North Sea and off the Northwest Shelf of Australia. In 2001, his UK team discovered the billion barrel Buzzard Field after just securing a very favorable acquisition of a large interest in the Scot-Telford production complex.
William (Bill) Powers, Senior Vice President, Operations, has over 35 years of extensive operational experience in the oil and gas industry, including management positions with Shell Canada, Shell International and Amoco. He specializes in offshore 2D and 3D technical and geophysical surveys and has been a contract technical consultant to industry clients including Petro Canada, Mobil Oil, Gulf of Suez Petroleum Co. Phillips Egypt, Nigerian Petroleum Co., BHP Billiton, Encana and Sherritt International.
Maria Sanchez-Rico, Vice President Exploration, has conducted analysis work on both conventional and non-conventional oil and gas projects, as well as having experience in both petroleum geology and reservoir engineering. She has previously worked for Fugro Robertson; an international geology consultancy firm.
David Robertson, Senior Vice President, Corporate Development, has had a long career with the Royal Bank Financial Group. He has held Senior positions in San Francisco, New York, London, England and Toronto. He has served as Chief Executive Officer of Royal Bank Venture Capital Corporation (1987/90) and RoyLease Corporation (1987/91). From 1991 to 1999, he was Senior Vice President and General Manager of the Royal Bank in the U.S.A., responsible for the bank’s operations and strategy.
Ian Lambert, Director, has over 30 years of experience in the management and financing of public companies. His current positions include: President/Director, Trade Winds Ventures Inc., (mineral exploration) April 1990 to present; President/Director, LiteWave Corp., (oil and gas production) February 1999 to present; Director, Monarch Energy Ltd., (oil and gas exploration), April 1990 to present; Director, Sunorca Development Corp. (energy, oil and gas projects) December, 2000 to present: Director, Aquarian Coal Corporation (coal development) March, 2005 to present.
Hubert-Lance Huet, Director, is currently the Chief Executive Officer of Huet & Cie., a Geneva-based Bank that specialized in Natural Resources and Alternative Asset Management. Hubert, a graduate of Oxford University, is a member of the Geneva Petroleum club and a director of Artic Oil and Manych Oil. He is also the chairman of Asian Property Investments and Destination Properties. His family founded Crown Oil in Indonesia, which later became Shell.
A more comprehensive news release describing the details of the transaction and made in accordance with the requirements of Policy 2.4 of the TSXV will be forthcoming.
Trading of OPHIRA Shares will remain halted for now.
Completion of the QT is subject to a number of conditions, including but not limited to, the completion by NORTH SEA of a financing prior to the QT, approval of the QT by the shareholders of NORTH SEA, satisfactory due diligence investigations, regulatory approvals and the completion of a definitive business combination agreement. In addition, no adverse change in the affairs of NORTH SEA shall have occurred prior to the closing of the QT. The QT may not close until the required regulatory approvals are obtained and the financing is completed. There can be no assurance that the QT will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
In the interests of providing shareholders and potential investors with information regarding NORTH SEA, including NORTH SEA’s assessment of its and its subsidiaries’ future plans and operations, certain statements included in this press release may constitute forward-looking information or forward-looking statements (collectively, “forward-looking statements”). All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate” and similar expressions are generally intended to identify forward-looking statements. Such statements represent the NORTH SEA’s internal projections, estimates or beliefs. These statements are only predictions. Actual events or results may differ materially. Although NORTH SEA believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause NORTH SEA’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, NORTH SEA and the foregoing list of important factors is not exhaustive. These forward-looking statements are made as of the date hereof and NORTH SEA disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release.
Contact:
Mr. Guy L’Africain, President
OphiraVencap Inc.
514-777-9898
Craig Anderson, President
North Sea Energy Inc.
416-364-2266
Source: OphiraVencap Inc.
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