Dakar Signs Definitive Agreement to Acquire Proteus Energy
December 20 2012 - 3:30PM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Dakar Resource Corp. ("Dakar") (TSX VENTURE:DKR) announces that it has signed a
definitive share purchase agreement dated December 18, 2012 to acquire all the
issued and outstanding share capital of Proteus Energy Corporation ("Proteus"),
a private company incorporated in Delaware with oil and gas assets located in
California, by way of a reverse takeover (the "Transaction"). The Transaction
was initially announced by Dakar on November 6, 2012. Dakar's shares have been
halted pending completion of the Transaction.
The Transaction
Dakar will issue Proteus shareholders 5.71660275 common shares of Dakar for each
one Proteus common share which is issued and outstanding on closing of the
Transaction. Proteus is a closely held Delaware corporation with 14,406,963
issued common shares and 1,771,501 issued Series A preferred shares. Prior to
closing of the Transaction, Proteus' issued Series A preferred shares will be
converted into 1,771,501 common shares and 1,380,000 Proteus escrowed common
shares will be cancelled such that a total of 14,798,464 Proteus common shares
will be acquired by Dakar in consideration for 84,596,940 Dakar common shares.
Dakar will have a pre-financing total issued share capital of 99,821,940 common
shares subject to adjustment for the exercise of any options to purchase common
shares of Proteus prior to closing of the Transaction.
Dakar will seek shareholder approval at its annual and special meeting of
shareholders scheduled for January 24, 2013 for a change of name to "Proteus
Energy Corporation". Dakar will also seek to increase its Board of Directors to
six members. On closing of the Transaction the Dakar Board of Directors will be
comprised of Allen Wilson (current Dakar director and President), Bennett
Yankowitz (current Proteus director and CEO), Paul Hughes (Proteus/Dakar
nominee), J. Roger Howard (Proteus nominee), James Thomson (Proteus nominee) and
Daniel Franchi (Proteus nominee).
About Proteus
Proteus' principal assets are working interests in oil and gas properties in
California. The properties and working interests are the subject of a recently
completed 51-101F1 report which will be filed with regulators as part of the
Transaction. Proteus is primarily focused on field redevelopment and recovery of
undeveloped reserves with a focus on oil producing assets. Proteus currently
owns a 100% working interest in 2,400 acres of oil and gas leases located on the
Northwest Lost Hills field in Kern County, California (the "Lost Hills Asset").
The Northwest Lost Hills field is located approximately 60 miles northeast of
Bakersfield, California on a major anticline on the west side of the San Joaquin
Basin. The Lost Hills Asset produced approximately 10.6 barrels of oil
equivalent per day (for the period January - September 2012) from 16 wells that
were in production when Proteus acquired the property in 2008. Most of this
production is from the Monterey Shale formation at approximately 4,100 feet.
Proteus recently drilled two new wells on the Lost Hills Asset in the Etchegoin
Sands formation at approximately 2,900 feet, and completed hydraulic fracturing
to place these wells on production in November and December 2012. Proteus has
also identified two existing wells that it intends to recomplete into the
Etchegoin Sands zone in early 2013 and plans to drill a number of additional
vertical and, possibly, horizontal Etchegoin Sands wells in 2013.
In addition, Proteus owns a 2.7% non-operated working interest in oil and gas
leases located on the Lynch Canyon field in Monterey County, California, a heavy
oil field with 30 horizontal and 3 vertical wells. This property currently
produces approximately 500 barrels of oil per day from cyclic steaming. The
field is currently being converted to a steam flood with a view to increasing
production beginning in 2013.
Proteus has a $10 million (US) secured line of credit with Platinum Partners
Credit Opportunities Fund ("PPCO"), a private investment fund managed by New
York based Platinum Partners. Funds advanced under this line of credit are being
used for the drilling of new wells at the Lost Hills Asset and for Proteus'
share of the costs related to continued development of the Lynch Canyon field.
As of September 30, 2012 Proteus had received advances of $3.0 million (US)
under the PPCO line of credit. For the nine months ended September 30, 2012
Proteus had oil and gas revenue of $473,364 (US) and a net loss of $1,410,887
(US). All financial information relating to Proteus is as presented in Proteus'
unaudited financial statements for the nine months ended September 30, 2012.
Concurrent Brokered Private Placement
Dakar and Proteus have engaged Haywood Securities Inc. ("Haywood") and Emerson
Equity LLC ("Emerson") to act as agents in connection with a brokered private
placement offering of subscription receipts and units. Dakar will offer units
("Dakar Units") at a price of $0.325 per unit and Proteus will offer
subscription receipts ("Proteus Sub Receipts") at an effective price of $0.325
Cdn. per subscription receipt for a minimum of $5 million and a maximum of $6
million (the "Offering") on a commercially reasonable efforts basis. The Dakar
Units will be comprised of one Dakar share (a "Dakar Share") and one-half share
purchase warrant (a "Dakar Warrant") with each whole Dakar Warrant being
exercisable into one Dakar Share for two years from closing at an exercise price
of $0.50. The Proteus Sub Receipts will be exercised into Proteus units
("Proteus Units") immediately prior to Dakar's acquisition of Proteus. Each
Proteus Unit will be comprised of one Proteus share (a "Proteus Share") and
one-half share purchase warrant (a "Proteus Warrant") with each whole Proteus
Warrant being exercisable into one Proteus Share for two years from closing at
an effective exercise price of $0.50 Cdn. Following exercise of the Proteus Sub
Receipts into Proteus Units, each Proteus Share and Proteus Warrant will be
exchanged for 5.71660275 Dakar Shares and Dakar Warrants respectively. Proceeds
of the Offering will be used to fund the resulting issuer's operations,
anticipated acquisitions and working capital. Funds underlying the subscription
receipts will be held in escrow until the earlier of April 1, 2013 or the
satisfaction of certain release conditions, which include, but are not limited
to the completion of the Transaction.
Closing of the Transaction
The Transaction will result in a change of control of Dakar. The Transaction is
considered an arm's length transaction. A finder's fee may be paid in connection
with the Transaction. Closing of the Transaction is subject to certain closing
conditions, including approval of the TSX Venture Exchange ("TSX-V"), approval
of Dakar shareholders and Proteus shareholders holding at least 90% of the
issued and outstanding Proteus shares being parties to the definitive share
purchase agreement.
Completion of the transaction is subject to a number of conditions, including
TSX-V acceptance, Dakar shareholder approval and Proteus shareholders holding at
least 90% of the issued and outstanding Proteus shares being parties to the
definitive share purchase agreement. The transaction cannot close until, among
other conditions, the required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be
prepared in connection with the transaction, any information released or
received with respect to the RTO may not be accurate or complete and should not
be relied upon. Trading in the securities of Dakar Resource Corp. should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press
release.
ON BEHALF OF THE BOARD
Allen Wilson, President, C.E.O. and Director
Reader Advisory
This release includes certain statements that may be deemed forward-looking
statements. All statements in this release, other than statements of historical
facts, that address future events or developments that Dakar expects are
forward-looking statements. Forward-looking statements are frequently
characterized by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements that certain
events or conditions "may" or "will" occur. In particular, forward-looking
statements in this press release include, but are not limited to, statements
with respect to timing and completion of the Transaction of the common and
preferred shares of Proteus.
Forward-looking statements are based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those anticipated in the forward-looking statements. Some
of the risks and other factors could cause results to differ materially from
those expressed in the forward-looking statements include, but are not limited
to: general economic conditions in Canada, the United States and globally;
industry conditions, including fluctuations in commodity prices; governmental
regulation of the oil and gas industry, including environmental regulation;
geological, technical and drilling problems; unanticipated operating events;
competition for and/or inability to retain drilling rigs and other services; the
availability of capital on acceptable terms; the need to obtain required
approvals from regulatory authorities; stock market volatility; volatility in
market prices for commodities; liabilities inherent in oil and gas operations;
changes in tax laws and incentive programs relating to the oil and gas industry;
and the other factors described in our public filings available at
www.sedar.com. Readers are cautioned that this list of risk factors should not
be construed as exhaustive.
Although Dakar believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ
materially from those in the forward-looking statements. Investors should not
place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. Other than as required under applicable
securities laws, Dakar does not assume a duty to update these forward-looking
statements. For more information on Dakar, Investors should review Dakar's
filings that are available at www.sedar.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dakar Resource Corp.
Allen Wilson
President, C.E.O. and Director
(604) 240-4349
(604) 681-4760 (FAX)
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