(via Thenewswire.ca)
Calgary, Alberta (June 24, 2013): Guardian Exploration ("Corporation") (TSXV: GX) wishes to announce the signing of a binding letter of intent for the sale of all the issued and outstanding shares of K2 America Corp., the Corporation's US subsidiary, to Graydon Kowal, President and CEO of the Corporation. The transaction is subject to shareholder and regulatory approval. The Corporation will ask shareholders to vote in favour of the transaction at the Annual and Special Shareholder Meeting to be held on July 16, 2013.
K2 America Corp. ("K2 America") is a wholly owned US subsidiary of the Corporation that was acquired through the 2006 amalgamation with Resilient Resources Ltd. K2 America's producing oil wells are all located on the Blackfeet Tribe Reservation near the town of Cut Bank, MT. The average daily production in 2012 for K2 America was 31 barrels of oil. As part of this transaction, the Corporation retained the services of a third party reserve engineering firm located in Billings, MT to conduct a reserve evaluation of K2 America's properties. The report concluded the 15% discounted Net Present Value of K2 America's proved developed producing wells is $1,281,113, before any liabilities of K2 America are taken into consideration.
In March 2012, K2 America entered into a settlement agreement with the Office of Natural Resource Revenue ("ONRR") and the Blackfeet Tribe, whereby it committed itself to drilling one well on a Blackfeet Tribe lease 180 days upon receiving an approved drill permit, which has been determined to be July 10, 2013. Failure to drill the well by the aforementioned date will result in paying a penalty amount of $371,931 and surrendering all of its Blackfeet Tribe leases. Neither the Corporation nor K2 America have the required funds to fulfill this obligation and have not found sufficient interest from the industry to secure a partner.
Given this current difficult position, the board of directors believes it is in the best interest of the Corporation to sell K2 America to Mr. Kowal. Along with the foregoing liability, the sale will transfer a $1,000,000 liability associated with an expired farm in agreement to the purchaser, as the agreement was in K2 America's name. In assessing the transaction, the independent directors and Mr. Kowal have agreed to assign a 25% discount to this liability. Another $360,000 of liability will be removed from Guardian's balance sheet related to royalties owing by Guardian to various parties. After taking into account all assets and assumed liabilities associated with K2 America the independent directors of the Corporation, in negotiation with Graydon Kowal, have determined to sell the shares of K2 America for the net amount of $223,845. If Mr. Kowal did not personally provide the funds to drill the commitment well, Guardian would be forced to pay the aforementioned fine and surrender its leases to the Blackfeet Tribe. The independent directors have determined that the sale does represent a sale of all or substantially all of the Corporation's assets therefore Shareholders have the right to dissent pursuant to section 191 of the Business Corporations Act (Alberta).
If the sale of K2 America is approved, the Corporation intends to use the proceeds from the sale to pay outstanding shareholder loans and debt obligations to related companies. A cleaner balance sheet will give Guardian greater options in terms of possible future mergers, asset acquisitions, and/or recapitalization efforts.
The sale is a related party transaction subject to MI 61-101 Protection Of Minority Security Holders In Special Transactions which is incorporated by reference into TSX Venture Exchange Policy 5.9. The policy requires that the related party transaction be subject to approval by an ordinary resolution of a majority of the minority shareholders who vote at the Meeting. Accordingly, any shares held by Graydon Kowal, and his respective associates, affiliates, and joint actors, will be excluded from the calculation of shareholder approval.
Guardian is a Calgary-based corporation engaged in the acquisition, exploration and development of resource properties. Common shares of the company trade on the TSX Venture Exchange under the trading symbol "GX".
For further information, contact:
Graydon Kowal
President and CEO
(403) 269-5870
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that this news release contains forward looking information. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements.
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