Arcan Resources Ltd ARNBF

new plan of arrangement

[zenda]

CALGARY, ALBERTA--(Marketwired - July 24, 2014) - Arcan Resources Ltd. ("Arcan" or the "Corporation") (TSX VENTURE:ARN) is today mailing the information circular ("Information Circular") and accompanying meeting materials detailing the previously announced plan of arrangement (the "Arrangement") involving the recapitalization and acquisition of Arcan by privately owned Aspenleaf Energy Limited ("Aspenleaf"). These documents are also filed under Arcan's profile on SEDAR www.sedar.com and posted on Arcan's website www.arcanres.com for review by securityholders.


Under the Arrangement, Arcan's shareholders will exchange each Arcan share for one common share and 0.1 of a common share purchase warrant ("Miura Warrant") in a new company, Miura Energy Ltd. ("Miura"). Miura will become an independent company that will own 12.5 percent of the interest held by Arcan in its oil and gas properties in the Swan Hills area of Alberta. Each whole Miura Warrant will be exercisable for one common share of Miura at an exercise price of $0.43 for a period of 9 months following completion of the Arrangement. The Arrangement also provides that Aspenleaf will fund the recapitalization of Arcan's debt, which will include a payment to holders of all of Arcan's outstanding convertible debentures of an aggregate of $141.3 million, plus outstanding interest, after which the debentures will be cancelled. Debentureholders will receive, for each $1,000 principal amount outstanding, $825.11 as well as 100 Miura Warrants. Arcan expects that Miura will be a financially viable entity that provides securityholders with the opportunity to participate in Swan Hills oil production growth and exploration. Securityholders are being asked to vote on the Arrangement at a meeting scheduled for August 20, 2014. Details regarding the securityholders' meeting and Miura's proposed business are set forth in the Information Circular filed today.


"This Arrangement will restructure the economic foundation of Arcan. By repairing Arcan's balance sheet and allowing for the investment of new capital, the transaction removes the existing constraints on Arcan and permits the recapitalized entity to accelerate the development of the assets and realize their full potential. Our investors will have the opportunity to share in the potential growth and value creation through ownership in Miura," said Terry McCoy, Arcan's Chief Executive Officer.


"For the past two years, we have successfully put Arcan's operations back onto solid footing through cost reductions, asset sales, improved drilling results, increased production and stronger financial netbacks. Despite these gains, Arcan has been severely constrained by the cost of debt servicing and looming deadlines to repay its large debts. The Arrangement is an essential step that we need to take as we believe Arcan, as presently structured, cannot realize its full potential without significant access to new capital. Therefore, after a comprehensive review of its restructuring options, and the negotiation of the Arrangement with Aspenleaf, the Board of Directors has recommended that shareholders and debentureholders vote in favour of this transaction, which offers numerous financial benefits and a promising future for investors," McCoy said.


Aspenleaf is led and run by five highly accomplished oil and gas professionals who have more than 100 years of collective experience developing Western Canadian oil and gas properties into sustainable and profitable businesses. Aspenleaf is backed financially by ARC Financial Corp. and the Ontario Teachers' Pension Plan - institutions with a strong track record of successful oil and gas investment.


"Aspenleaf believes in the long-term potential of Arcan's Swan Hills assets and the potential for growth through the continuous improvement that is evident in the recent operating achievements of Arcan's team - staff that we plan to retain. Aspenleaf has access to capital that will solve Arcan's debt problem, and new funds to fully develop and grow the Swan Hills assets in an ambitious and efficient manner. When we combine the assets, the capital and the people, the renewed Arcan and our Swan Hills partner Miura will have the essential attributes necessary to deliver long-term investor returns," said Bryan Gould, President & Chief Executive Officer of Aspenleaf.


Arcan and Aspenleaf strongly encourage shareholders and debentureholders to read the comprehensive Information Circular filed today, consult with their financial advisor and vote in person, or by proxy, in time to be counted at the securityholders meeting on August 20, 2014.


"We believe that once you have had the opportunity to compare this Arrangement with Aspenleaf against the uncertainty of Arcan continuing on its own, with an increasingly challenged financial position, voting in favour of the Arrangement with Aspenleaf is the highly preferred choice that makes clear sense," said Doug Penner, Arcan's President.



New leadership at Miura Energy



Upon completion of the transaction, Arcan's current Chief Operating Officer Mark Smith is expected to be named President and CEO of Miura. Mr. Smith is an accomplished engineer with more than 30 years in leadership positions focused on production, operations, budgeting, capital management and project execution for North American intermediate and senior companies developing oil and natural gas in the Western Canadian Sedimentary Basin. Mr. Smith holds a Bachelor of Engineering Science in chemical engineering from the University of Western Ontario and is a Professional Engineer. Arcan's current Executive Vice President Andy Fisher and Chief Financial Officer Graeme Ryder will join Mr. Smith in similar roles on Miura's three-person executive team. In addition to its Swan Hills interest, Miura will consider production acquisition opportunities outside of the Swan Hills area with a view towards diversification.




CONFERENCE CALL TODAY at 11:00 a.m. ET




A conference call and webcast to discuss this transaction between Arcan and Aspenleaf will be held for the investment community today at 9:00 a.m. MT (11:00 a.m. ET).


To participate, please dial [phone] (toll-free in North America) or [phone] approximately 10 minutes prior to the conference call.


An archived recording of the call will be available from approximately 12 p.m. MT on July 24 until 11:59 p.m. MT on August 7, 2014 by dialing [phone] or [phone] and entering passcode 3951705.


A live and archived audio webcast of the conference call will also be available via the following link:




https://www.gowebcasting.com/5693