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Resilient Resources Ltd. and Guardian Exploration Inc. Jointly Announce the Entering into of an Amalgamation Agreement to Merge
Resilient Resources Ltd. and Guardian Exploration Inc. Jointly Announce the Entering into of an Amalgamation Agreement to Merge.
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[{"type":"text","content":"\n\n\n\n\nCALGARY, March 6 /CNW/ - Resilient Resources Ltd. (\"Resilient\") (TSX:RRL)\nand Guardian Exploration Inc. (\"Guardian\") are pleased to announce that they\nhave entered into an amalgamation agreement dated March 3, 2006 (the\n\"Agreement\") pursuant to which Resilient and Guardian would amalgamate (the\n\"Amalgamation\") and continue under the name \"Guardian Exploration Inc.\" with a\nnew management team and board of directors. The board of directors of\nResilient has engaged Wolverton Securities Ltd. as its independent financial\nadvisor to prepare an opinion as to whether the share exchange ratio under the\nAmalgamation is fair, from a financial point of view, to Resilient's\nshareholders. The Amalgamation is expected to be completed by April 13, 2006.\n\nAbout Guardian\n--------------\n\nGuardian is a private oil and gas exploration and development company\nwith oil and gas assets located in northeast British Columbia. Guardian has\ncurrent production of approximately 1.2 MMcf/d (200 Boe/d) and approximately\n9,300 gross (3,000 net) acres of undeveloped lands. Guardian holds a 26.55%\nworking interest in the Clarke Lake Pine Point \"E\" Pool assets and interests\nin the Kotcho, B.C. area including two gas wells. Guardian is also pursuing a\nnumber of other oil and gas prospects in northeast B.C. and Alberta. McDaniel\n& Associates Consultants Ltd. (\"McDaniel\"), independent petroleum engineers,\nhave attributed approximately 3 Bcf of proved plus probable reserves to\nGuardian's properties (based on McDaniel's forecast pricing) and have assigned\napproximately $13.4 million to the net present value of future net revenue\nfrom Guardian's properties (based on McDaniel's forecast pricing and\ndiscounted at 10%), both effective as of September 1, 2005. Guardian has\nengaged Wellington West Capital Markets Inc. to complete a brokered private\nplacement of up to 10,769,230 common shares at $0.65 per share and up to\n4,000,000 common shares to be issued on a \"flow-through\" basis at $0.75 per\nshare (the \"Guardian Private Placement\"). Wolverton Securities Ltd. is a\nmember of the syndicate for the Guardian Private Placement. Closing of the\nGuardian Private Placement is expected to occur on or about March 17, 2006 and\nis not conditional upon the completion of the Amalgamation. Guardian also has\nan agreement in p...