Bharti closes a dealTook an unusual turn along the way, but it looks like a great asset.
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2008-08-28 20:12 ET - News Release
Mr. Bill Ward reports
STETSON OIL & GAS LTD. ANNOUNCES INCREASE IN PRIVATE PLACEMENT FINANCING
Stetson Oil and Gas Ltd. has amended its agreement with a syndicate of underwriters led by Canaccord Capital Corporation and including Macquarie Capital Markets Canada Ltd. to increase the previously announced offering of up to 50 million units of the company by up to an additional 10 million units, for a total offering of up to 60 million units. Each unit will be issued at a price of 20 cents per unit, for total proceeds of up to $12-million. Each unit will comprise one common share and one share purchase warrant, with each whole share purchase warrant entitling the holder thereof to acquire one Stetson common share at a price of 30 cents for a period of 24 months following closing.
In consideration for their efforts, the underwriters will receive a cash commission equal to 6 per cent of the gross proceeds of the offering and be issued compensation options that will entitle them to acquire a number of Stetson common shares that is equal to 10 per cent of the units sold under the offering at a price of 30 cents per warrant exercised for a period of 24 months from the closing date.
The offering is expected to close on or about Sept. 17, 2008. The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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2008-08-25 17:09 ET - News Release
Mr. Bill Ward reports
STETSON OIL & GAS LTD. ANNOUNCES ITS INTENTION TO PURSUE LEGAL REMEDIES FROM THOMAS WEISEL PARTNERS FOR NOT COMPLETING "BOUGHT DEAL" FINANCING OF JULY 14, 2008
Stetson Oil and Gas Ltd., further to its news in Stockwatch on July 14, 2008, and Aug. 8, 2008, announcing a bought deal transaction with Thomas Weisel Partners pursuant to which Thomas Weisel agreed to purchase subscription receipts of Stetson for gross proceeds of $25-million and the subsequent delay of closing of the bought deal transaction, Thomas Weisel has informed Stetson that it does not intend to complete the transaction. Stetson is of the view that the engagement letter between Stetson and Thomas Weisel created a binding legal obligation on the part of Thomas Weisel to complete the transaction as is customary in Canada for bought deal financings and, accordingly, intends to pursue its legal remedies against Thomas Weisel for what it believes is a breach of Thomas Weisel's obligations under the terms of the engagement letter.
In the interim, Stetson is endeavouring to obtain the necessary financing to honour its obligations pursuant to its previously announced agreement to acquire leases covering 8,570 acres of Bakken prospective tribal lands on the Fort Berthold Reservation in North Dakota. The tribal lands to be leased have now been tabulated based on surveyed tracts to be 8,185 gross acres. Stetson will require funds of approximately $8.3-million (U.S.) to close the acquisition of these leases which is expected to be due and payable by the end of September, 2008.
Stetson has also entered into agreements to lease approximately 11,000 acres of land held in trust by the U.S. Department of the Interior for individual tribe members. An initial payment of approximately $1.8-million (U.S.) is required to be made on Aug. 27, 2008, in respect of 2,432 gross acres of allotment lands that have now received final registration approval from the Bureau of Indian Affairs. Further payment of approximately $1.46-million (U.S.) is due on Sept. 3, 2008, and $562,000 (U.S.) is due on Sept. 10, 2008, in respect of a total of 2,881 gross acres. Stetson is reviewing its options regarding payment of these amounts.
There is no guarantee that such financing will be available to Stetson. Any financing, if completed, will likely be more dilutive to shareholders of Stetson than the "bought deal" transaction agreed to with Thomas Weisel. In the event that Stetson is not able to arrange alternative financing, Stetson will not be able to complete the acquisition of the Bakken leases.
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Press Release | July 14, 2008
Stetson Oil & Gas Ltd. Announces C$25,000,030 "Bought Deal" Financing
JULY 14, 2008 – STETSON OIL & GAS LTD. (TSXV: SSN) (“Stetson” or the “Company”) is pleased to announce that it has entered into an agreement with Thomas Weisel Partners Canada Inc. as lead underwriter on behalf of a syndicate of underwriters (collectively, the "Underwriters") to purchase, on a bought deal private placement basis, 45,454,600 Subscription Receipts of the Company at a price of C$0.55 per Subscription Receipt, for aggregate gross proceeds of C$25,000,030. The Underwriters will arrange for purchases of the Subscription Receipts.
The Underwriters will have the option to purchase up to an additional 9,091,000 Subscription Receipts at the issue price for a period of up to two days prior to closing for additional gross proceeds of up to C$5,000,050.
Each Subscription Receipt will be automatically exchanged, for no additional consideration, for one common share (“Common Share”) of the Company upon approval by the Bureau of Indian Affairs (U.S.A.) of the signed resolution from the Tribal Council of the Three Affiliated Tribes of the Fort Berthold Reservation in North Dakota to lease oil and gas mineral rights to approximately 8,570 acres of land (the “Resolution”).
If the Bureau of Indian Affairs (U.S.A.) does not approve the Resolution prior to Closing (defined below), the proceeds from the Offering will be held in escrow by a Canadian trust company for the benefit of the holders of the Subscription Receipts (the “Escrowed Funds”). The Escrowed Funds will be invested in interest bearing or discount obligations of the Government of Canada or a province of Canada or one of the five largest Canadian chartered banks.
The Escrowed Funds will be released to the Company if the following condition (the “Release Condition”) has been satisfied by September 5, 2008 (the “Outside Date”):
a) The Bureau of Indian Affairs (U.S.A.) approves the Resolution.
If the Release Condition has not been satisfied by the Outside Date, each of the holders of Subscription Receipts will have the option of either: (i) having returned to it out of the Escrowed Funds and, to the extent required, out of the general funds of the Company, an amount equal to the Issue Price for its Subscription Receipts, as applicable; or (ii) exchanging its Subscription Receipts for Common Shares.
Stetson Oil & Gas Ltd. plans to use the net proceeds of this financing to fund the acquisition of the North Dakota tribal leases, the 2008 drilling program and general working capital purposes. The Underwriters shall receive compensation comprised of cash and broker warrants upon closing of the offering, subject to the Release Condition.
The offering is scheduled to close on or about July 31, 2008 (“Closing”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under this offering will be offered by way of private placement exemptions in all the provinces of Canada and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
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Press Release | July 11, 2008
Stetson Acquires Leases Covering 8,570 Acres Bakken Prospective Lands In North Dakota
JULY 11, 2008 – STETSON OIL & GAS LTD. (TSXV: SSN) (“Stetson” or the “Company”) is pleased to announce that it has received a signed resolution from the Tribal Council of the Three Affiliated Tribes of the Fort Berthold Reservation in North Dakota to lease oil and gas mineral rights to approximately 8,570 acres of land (the “Tribal Lands”). Stetson has secured the rights to this land through the unique working relationships that it has established with First Nations bands over the past year. The Tribal Lands are proximal to approximately 4,500 additional acres of Freehold lands that Stetson has leased, subject to approval of the Bureau of Indian Affairs (U.S.A.).Stetson considers the Tribal Lands and the leased Freehold lands to be prospective for development of light oil (43 degrees API) and solution gas from the Bakken formation.
These lands are located approximately 25 miles south of the Parshall Bakken field, which has the highest reported initial production rates from horizontal wells drilled into the Bakken formation within the Williston Basin. In their public disclosure, several operators in Parshall are reporting initial well production rates over 2,000 barrels of oil per day (“bopd”), with some wells eclipsing 3,000 bopd. The Bakken formation has recently been developed utilizing horizontal drilling and new “multi-stage” fracturing techniques that have resulted in significant production rates. Many Bakken horizontal wells drilled in North Dakota have reported initial production rates in excess of 500 bopd.
Several older vertical wells drilled on, or in close proximity to, Stetson’s leased land have provided key information regarding the Bakken formation. Based on interpretation of well logs from these wells, Stetson expects to encounter a minimum thickness of 25 feet in the middle Bakken formation. Oil and gas shows from two of these vertical wells suggest to Stetson that the zone contains hydrocarbons. Information regarding these older vertical wells, drilled between 1954 and 1993, has been disclosed publicly, and was prepared by persons independent of Stetson. Stetson has not confirmed that this information was prepared by a qualified reserve valuator or auditor or in accordance with the COGE Handbook.
Stetson will be the operator on its North Dakota lands and will have a minimum 70% working interest up to a maximum 90% working interest, depending on the level of participation from a partner in this prospect. The leases on the Tribal Lands are subject to final approval of the Bureau of Indian Affairs (U.S.A.). The Lease terms on the Tribal Lands provide for a cash bonus in the aggregate amount of approximately US$8.6 million, payable by Stetson and its partners and require a Lessor Royalty payable of 22.5%. The leases will have a four year initial term. In addition, Stetson has committed to drill three wells and shoot a 3D seismic survey over a portion of the Tribal Lands to be determined. Stetson is also pleased to announce that a portion of the bonus will be applied directly towards Three Affiliated Tribes community development programs, as determined by the Tribal Council.
The North Dakota Bakken property, together with other exploration initiatives in Southeast Saskatchewan, will be a core focus for the Company. Stetson is now pursuing contract services for drilling and hopes to commence exploratory drilling operations on its lands late in the fourth quarter of 2008.