(TSXV Symbol: EXX)
VANCOUVER, July 28 /CNW Telbec/ - Exxel Energy Corp. (the "Company") is
pleased to announce the addition of three highly qualified oil and gas
professionals to its management team. Clifford V. Adams will become the
Company's new Chief Executive Officer and President and will also join Exxel's
Board of Directors. Joining Mr. Adams as Executive Vice Presidents are Michael
Lou, EVP of Finance and CFO, and Victor Barcot, EVP of Business Development
and Investor Relations. The current Chairman, CEO and President,
John R. Hislop, will remain as Chairman of the Board of Directors. The current
CFO, Linda James, will be leaving the Company to pursue other opportunities
and the Company wishes to thank Ms. James for her valuable contribution.
Mr. Adams, 43, brings over 20 years of experience in the upstream oil and
natural gas industry with 14 years of investment banking background in the
energy sector focusing on mergers and acquisitions and corporate finance.
Mr. Adams most recently served as Head of the Global Oil and Gas Group for
Macquarie Securities (USA) Inc. Prior to Macquarie, Mr. Adams held various
senior investment banking positions with Banc of America Securities, Petrie
Parkman & Co. and Energy Capital Solutions. Before his career in investment
banking, Mr. Adams worked for eight years as a reservoir engineering
consultant and in various capacities as a petroleum engineer for a medium
sized E&P independent and a large oil and gas service company. Mr. Adams holds
a B.S. in Petroleum Engineering from the University of Texas at Austin and
M.B.A. with honours from the University of Texas at Dallas.
Mr. Lou, 31, joins the Company as Executive Vice President of Finance and
CFO. Mr. Lou has extensive corporate finance and structuring experience and
has raised over $15 billion in equity, equity-linked and debt financings, and
executed on over $20 billion of M&A for publicly listed energy companies
during his 9-year career. Mr. Lou's prior experience includes serving as
Associate Director of the Global Oil and Gas Group at Macquarie Securities
(USA) Inc., Vice President of the Energy Investment Banking Group at First
Albany Capital, Vice President of the Natural Resources Group at Banc of
America Securities, and as an analyst for the Energy Group at Merrill Lynch.
Mr. Lou holds a Bachelor of Science degree in electrical engineering and
graduated with honours from Southern Methodist University.
Mr. Barcot, 34, joins the Company as Executive Vice President of Business
Development and Investor Relations. Mr. Barcot has an energy investment
banking and equity research background focusing in the exploration &
production sector over the past 10 years, with significant experience in
mergers and acquisitions, corporate finance, capital raising, equity research
and investor relations. During his investment banking career, Mr. Barcot
executed on over $8.0 billion in M&A transactions and raised over $10 billion
in equity and debt capital for public and private energy companies. Mr. Barcot
was most recently an Associate Director of the Global Oil and Gas Group for
Macquarie Securities (USA) Inc. Prior to Macquarie, Mr. Barcot served as Vice
President of Energy Investment Banking at First Albany Capital and as Vice
President of the Integrated Energy Group at ABN AMRO. Mr. Barcot also served
as an Associate in the Natural Resources Group at Banc of America Securities.
In addition, Mr. Barcot previously worked as an equity research analyst
focusing on the U.S. independent exploration & production sector for highly
ranked E&P research teams at Banc of America Securities and Credit Suisse
First Boston Corp. Mr. Barcot earned his M.B.A. and B.B.A. in finance with
honours from the University of Houston.
Company Achieves Tier 1 Status
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The Company recently applied for elevation of its Tier status on the TSX
Venture Exchange (the "Exchange") to Tier 1, and that application has been
approved. Accordingly, the Company has been advised that its shares will
commence trading on Tier 1 effective July 31, 2006.
Company Adopts Stock Option Plan
--------------------------------
The Company has adopted a 2006 Stock Option Plan (the "Plan"). The total
number of shares that may be issued under the Plan together with all currently
outstanding options ("Prior Options") is 16,250,000 shares, representing
approximately 20% of the currently issued and outstanding shares of the
Company.
Shares reserved under Plan options and Prior Options that expire,
terminate or otherwise cease to be exercisable will become available for the
issuance of future options under the Plan. Options under the Plan may be
granted at the Discounted Market Price, as defined in Exchange policy, at the
time of the grant. The Plan contains the limitations required by Exchange
policy on the number of shares that may be optioned to consultants and persons
providing investor relations services, and other restrictions and conditions
required by Exchange policy for a Tier 1 company.
The Plan is subject to Exchange approval and the approval of the
Company's disinterested shareholders, and no options granted under the Plan
may be exercised until those approvals have been received.
Company Grants Stock Options to New Management Team
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The Company has granted stock options on a total of 15,166,670 common
shares of the Company to the three new members of management referred to in
the foregoing, all such options being exercisable at $4.00 per share. The
options have two distinct sets of terms and conditions.
With respect to the options on 11,666,670 shares (the "First Options"),
at the end of each full month of the option term, the options vest as to
1/60th of the original number of options granted. The options are exercisable
at the end of each full year of the term with respect to the number of shares
vested during that year, provided however that in the event of the termination
of the optionee's employment, the option may be exercised with respect to the
number of shares that have vested up to the date of termination.
Notwithstanding the foregoing, the options become fully vested in the event of
a Change of Control, as defined in the agreements. The options expire on
July 27, 2016.
With respect to the options on the remaining 3,500,000 shares (the
"Second Options"), at the end of each full month of the option term, the
number of shares subject to the options reduces at the rate of 1/60th of the
original number of options granted, but such reduction ceases upon the
occurrence of a Change of Control as defined in the agreements. The options
become fully vested and exercisable on, but not before, July 27, 2007,
provided however that the options become fully vested in the event of a Change
of Control. The options expire on July 27, 2011.
The options were granted under the 2006 Stock Option Plan referred to in
the foregoing, and cannot be exercised unless and until the Plan has been
approved by the Exchange and the Company's disinterested shareholders.
Company Enters Into Pooling Agreements
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The Company has entered into two pooling agreements with Messrs. Adams,
Lou and Barcot and Gemini Energy Corp. (a major shareholder) with respect to
shares that can be acquired upon the exercise of the First Options (the "First
Pooling Agreement") and the Second Options (the "Second Pooling Agreement").
With respect to the First Options, the optionees are entitled to receive
free of pooling a total of 350,000 shares from the total number of shares that
vest each year. Any additional shares acquired are required to be pooled under
the First Pooling Agreement. The agreement provides for a release from pool of
any shares subject to the pool upon the occurrence of certain Company share
price and trading volume benchmarks as set forth in the agreement. The
agreement also provides for termination of the pool in the event of a Change
of Control or the unanimous consent of the foregoing parties. The pool will
terminate in any event on July 27, 2016.
With respect to the Second Options, all shares acquired by the optionees
while the Second Pooling Agreement remains in effect are required to be pooled
under that agreement. The Second Pooling Agreement provides for a release from
pool of any shares subject to the pool upon the occurrence of a Company share
price and trading volume benchmark as set forth in the agreement. The
agreement also provides for termination of the pool in the event of a Change
of Control or the unanimous consent of the foregoing parties. The pool will
terminate in any event on July 27, 2031.
Both pooling agreements will be posted on SEDAR at www.sedar.com.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
