February 9, 2012 - CALGARY, ALBERTA - Pennine Petroleum Corporation (PNN on TSX.V) (the "Company") is pleased to announce it has signed a Purchase and Sale Agreement ("Purchase and Sale") dated February 7, 2012 with NPT Oil Corporation ("NPT") in respect to the proposed acquisition by the Company of all geological, geophysical and engineering data, and license applications held by NPT or its subsidiaries on the Blake Plateau in the northern territorial waters of the Commonwealth of the Bahamas. This Purchase and Sale Agreement incorporates the terms of the previous Letter of Intent announced on December 22, 2011. The TSX Venture Exchange has determined that the proposed acquisition of NPT assets by the Company is a Reverse Takeover Transaction in accordance with Policy 2.4 of the Exchange.
In addition to the press release of December 22, 2011, the Company has initiated a National Instrument 51-101 technical report for the NPT Bahamas offshore assets. Additional details related to the technical report will be released upon completion.
The Purchase and Sale requires that the Company raise a minimum of CAD $1,500,000 (the "Offering") by way of brokered private placement of Units, each Unit comprising 1 common share at $0.05 and a common share purchase warrant exercisable at CAD$0.10 for a 2 year period from closing of the transaction. This is an increase from the previously announced CAD $1,250,000 brokered private placement.
In conjunction with the Reverse Takeover, the following board members have been nominated by the Company and NPT. Further info on board members and officers will be included in a subsequent news release.
John Rainwater - Mr. Rainwater has over thirty years experience as an executive in the public and private oil and gas industry, both in the United States of America and internationally. He has served as the Chief Executive Officer of Energy Exchange Corporation (NYSE), Integrated Petroleum Corporation, and Carneros Energy Corporation (a Warburg Pincus portfolio company). He co-founded and served as an officer and director of Gothic Energy Corporation (NASDAQ) and has been the Managing Director of R&R Offshore Resources since its inception. He also was the chief operating officer and executive vice president of Pacific Energy Resources Ltd, a TSX listed company. In 1986 Mr. Rainwater served as the financial advisor to Sol Petroleum of Argentina in connection with Sol Petroleum's acquisition of Occidental Petroleum Corp. Bolivia production and acreage. Companies that he has founded and/or managed have drilled more than 1,000 oil and gas wells in the U.S., Canada, Bolivia, and international waters. Mr. Rainwater holds a Bachelor of Science in economics/finance magna cum laude and a MBA in management magna cum laude from the University of Tulsa. He also served as a Board Member of the California Independent Producers Association and the Board of Petroleum Industry Advisors to Gerson Lehman Partners of New York.
N. Desmond Smith- Mr. Smith is a Geologist graduating from the University of British Columbia in 1975. He has thirty one years working in senior management positions in Canadian and International oil and gas exploration and development Companies. He has initiated private companies and matured them for listing as publicly traded firms on the Toronto Stock Exchange, Toronto Venture Exchange, and the AIM of the London Stock Exchange. Mr. Smith co founded Tai Resources Limited in 1981 and developed this Joint Operating Company in Canada and the United States of America. He has co-negotiated the first onshore Production Sharing Agreement in the Republic of Azerbaijan developing a 604 square kilometer concession for A&B Geoscience Corporation and developed a Joint Exploration Agreement with the State of Ukraine exploration company in the Autonomous Republic of Crimea for Nostra Terra Oil & Gas plc. Mr. Smith has served on the Board of Directors of coal bed methane and forestry development companies as well as oil and gas exploration and development companies. He initially joined the Board of Directors of Pennine Petroleum Corporation in 2006 and initiated a restructuring of the Company as management in 2008. He is currently the Chief Financial Officer of Pennine.
Gary Adams - Mr. Adams has over thirty years experience as an executive in the public and private oil and gas industry, both domestically and internationally. He is President of Adams Affiliates, Inc. located in Tulsa, Oklahoma. He founded and served as President of Continental Natural Gas, a company focused on the mid-stream business of gathering, processing, treating and marketing of natural gas and natural gas liquids. Mr. Adams was also involved in the oilfield supply business in the ownership of two companies that operated in the US, SE Asia and Canada. He served as Executive Vice President of OKC Corporation, Dallas. Mr. Adams was Assistant to the President of a large savings and loan business. He holds a Bachelors Degree from the University of Kansas.
Jeff Saxinger- Mr. Saxinger is a Professional engineer graduating from the University of Saskatchewan in 1992. He is a partner with Excelsior Engineering Ltd., where he manages front end engineering and design for clients, and the requisite equipment procurement, construction and commissioning of infrastructure for natural gas facilities. He continues to provide design and performance reviews for numerous clients working in gas and gas condensate fields in west central Alberta. Additionally he is assisting the design and facility construction in the international arena where similar hydrocarbon deposits require the firm's assistance. Mr. Saxinger is currently the Chief Executive Officer of Pennine, joining its Board of Directors in 2008.
The proposed Reverse Takeover will be at arm's length, and will require approval by the majority of the shareholders of the Company. Information on the Reverse Takeover Transaction, NPT and the resulting issuer will be included in a Filing Statement to be filed on SEDAR.
The Company anticipates that the proposed transaction will require sponsorship pursuant to the requirements of the Exchange Policy 2.2 and it will arrange for sponsorship to be provided by an appropriate firm in accordance with Exchange Policy 2.2.
Trading in the shares of the Company will be halted until such time as all required documentation is filed with the Exchange.
Upon completion of the Reverse Takeover Transaction, the Company will be classified as an Oil and Gas Issuer on the Exchange.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested shareholder approval. Where applicable, the transaction cannot close until 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 management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About Pennine Petroleum Corporation
Pennine Petroleum Corporation is an emerging oil and gas exploration and development company currently active in Alberta and Saskatchewan.
For further information, contact:
Pennine Petroleum Corporation
N. Desmond Smith
T: 403 277-4421
F: 403 277-4439
E: des.smith@penninecorp.com
Boardmarker Group
Dean Stuart
T: 403 517 2270
E: dean@boardmarker.net
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.