|By Marketwired .||
|August 6, 2014 07:42 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 08/06/14 -- Long Run Exploration Ltd. ("Long Run" or the "Company") (TSX:LRE) and Crocotta Energy Inc. ("Crocotta") (TSX:CTA) are pleased to announce the successful completion of the previously announced acquisition of Crocotta pursuant to a plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (Alberta). The Arrangement was approved by greater than a 99% majority of the Crocotta shareholders who voted on the Arrangement and by greater than a 99% majority of the Long Run shareholders who voted on the issuance of the Long Run common shares in connection therewith. The Arrangement also received approval of the Court of Queen's Bench of Alberta today.
Pursuant to the Arrangement, Long Run has acquired all of the issued and outstanding common shares of Crocotta. Crocotta shareholders received a combination of Long Run common shares as well as common shares and warrants of a newly established Montney-focused exploration company called Leucrotta Exploration Inc. ("ExploreCo") to be led by Crocotta's previous management team. For each Crocotta share held, shareholders of Crocotta will receive 0.415 of a Long Run common share, one common share of ExploreCo, and 0.2 arrangement warrants of ExploreCo. Each arrangement warrant entitles the holder to purchase one ExploreCo common share at a price of $1.70 for a period of 30 days following closing of the Arrangement. The assets excluded from Long Run's acquisition of Crocotta (the "Sold Assets") consist of Crocotta's assets in northeast British Columbia and northwest Alberta, which were transferred to ExploreCo in connection with the Arrangement.
Under the Arrangement, Long Run issued approximately 44 million common shares of Long Run and assumed $115 million of Crocotta net debt, inclusive of transaction costs. The transaction implies a value of approximately $346 million for Crocotta (excluding the Sold Assets). After giving effect to the Arrangement, Long Run has approximately 193 million common shares outstanding. Concurrent with the closing of the Arrangement, Long Run's credit facilities have been increased to $695 million from the previous $575 million. Immediately following completion of the Arrangement, Long Run and Crocotta amalgamated and continued under the name "Long Run Exploration Ltd."
It is anticipated that Crocotta common shares will be delisted from trading on the TSX in the next few days. Crocotta shareholders who have not already done so should submit their certificates representing Crocotta common shares to CST Trust Company, the depositary agent pursuant to the Arrangement, together with applicable letters of transmittal in accordance with the instructions set out therein in order to receive the Long Run common shares, ExploreCo common shares and ExploreCo arrangement warrants that they are entitled to receive pursuant to the Arrangement. Letters of transmittal were previously sent to Crocotta shareholders and additional copies may be obtained by contacting CST Trust Company by telephone at 1-800-387-0825 or by email at [email protected].
The Crocotta acquisition gives Long Run a major presence in the strategic oil and liquids-rich natural gas Deep Basin fairway at Pine Creek, focusing on the Cardium and Bluesky formations. This acquisition, in concert with the Deep Basin acquisition which closed on May 30, 2014, creates a new core area which will provide exploration and development opportunities and adds strategic ownership in gathering and processing infrastructure.
For the remainder of 2014, as part of its strategic business plan, Long Run will continue to focus on actively managing its portfolio of properties, improving operational efficiencies and maintaining a strong capital structure. As announced on June 12, 2014, Long Run expects 2014 production to average 32,100 BOE/d (50% oil + NGLs).
Macquarie Capital Markets Canada Ltd. acted as financial advisor to the board of directors of Long Run with respect to the Arrangement and Scotiabank and FirstEnergy Capital Corp. acted as strategic advisors. National Bank Financial Inc. acted as financial advisor to the board of directors of Crocotta with respect to the Arrangement and Haywood Securities Inc. acted as financial advisor to the special committee of the board of directors of Crocotta with respect to ExploreCo. GMP Securities LP acted as strategic advisor to Crocotta and Paradigm Capital Inc. acted as strategic advisor to ExploreCo.
Long Run is a Calgary-based intermediate oil and natural gas company focused on light-oil development and exploration in western Canada. For further information about Long Run, visit the Company's website at www.longrunexploration.com.
Certain information contained in this press release constitutes forward-looking information or statement including, without limitation, Long Run's expected 2014 average production. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. Crocotta does not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, neither Long Run nor Crocotta undertakes any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release is made as of the date of this document and neither Long Run nor Crocotta undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.
Barrels of oil equivalent ("BOE") may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet of natural gas to one barrel of crude oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is misleading as an indication of value.
Long Run Exploration Ltd.
William E. Andrew
Chair and Chief Executive Officer
Long Run Exploration Ltd.
Dale A. Miller
Long Run Exploration Ltd.
Chief Financial Officer
Long Run Exploration Ltd.
Vice President, Business Development
Long Run Exploration Ltd.
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
May. 29, 2016 01:45 AM EDT Reads: 2,587
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, will exhibit at the 18th International CloudExpo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
May. 29, 2016 01:30 AM EDT Reads: 2,466
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
May. 29, 2016 01:15 AM EDT Reads: 1,349
In his session at 18th Cloud Expo, Bruce Swann, Senior Product Marketing Manager at Adobe, will discuss how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects). Bruce Swann has more than 15 years of experience working with digital marketing disciplines like web analytics, social med...
May. 29, 2016 01:00 AM EDT Reads: 1,391
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
May. 29, 2016 12:45 AM EDT Reads: 2,049
SYS-CON Events announced today that EastBanc Technologies will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. EastBanc Technologies has been working at the frontier of technology since 1999. Today, the firm provides full-lifecycle software development delivering flexible technology solutions that seamlessly integrate with existing systems – whether on premise or cloud. EastBanc Technologies partners with p...
May. 28, 2016 11:00 PM EDT Reads: 2,370
SYS-CON Events announced today that AppNeta, the leader in performance insight for business-critical web applications, will exhibit and present at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. AppNeta is the only application performance monitoring (APM) company to provide solutions for all applications – applications you develop internally, business-critical SaaS applications you use and the networks that deli...
May. 28, 2016 10:00 PM EDT Reads: 2,564
SYS-CON Events announced today that ContentMX, the marketing technology and services company with a singular mission to increase engagement and drive more conversations for enterprise, channel and SMB technology marketers, has been named “Sponsor & Exhibitor Lounge Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York. “CloudExpo is a great opportunity to start a conversation with new prospects, but what happens after the...
May. 28, 2016 07:00 PM EDT Reads: 1,257
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 28, 2016 07:00 PM EDT Reads: 1,959
SYS-CON Events announced today BZ Media LLC has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. BZ Media LLC is a high-tech media company that produces technical conferences and expositions, and publishes a magazine, newsletters and websites in the software development, SharePoint, mobile development and Commercial Drone markets.
May. 28, 2016 07:00 PM EDT Reads: 3,625
Cloud computing changed data analytics for good. It enabled companies to drastically decrease resources and architecture previously assigned with business intelligence departments. It also enabled laymen to run advanced business analytics. Cloud was also the architecture of choice for storing and processing big data. Data piling is a continuous process, which is going to explode with emerging Internet of Things concept. Answer to this issue developers found in new concept called fog computing. ...
May. 28, 2016 06:45 PM EDT Reads: 2,014
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
May. 28, 2016 06:45 PM EDT Reads: 2,892
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
May. 28, 2016 04:30 PM EDT Reads: 925
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, will explore the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences betwee...
May. 28, 2016 04:00 PM EDT Reads: 1,684
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, will discuss the importance of WebRTC and how it enables companies to fo...
May. 28, 2016 03:45 PM EDT Reads: 2,545