|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 today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
May. 31, 2016 05:45 PM EDT Reads: 1,761
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, 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. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
May. 31, 2016 05:15 PM EDT Reads: 990
As machines are increasingly connected to the internet, it’s becoming easier to discover the numerous ways Industrial IoT (IIoT) is helping to shape the business world. This is exactly why we have decided to take a closer look at this pervasive movement and to examine the desire to connect more things! Now if you need a refresher on IIoT and how it is changing the world, take a moment and listen to Greg Gorbach with ARC Advisory Group. Gorbach believes, "IIoT will significantly change the worl...
May. 31, 2016 05:00 PM EDT Reads: 2,146
18th Cloud Expo, taking place June 7-9, 2016, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some...
May. 31, 2016 05:00 PM EDT Reads: 3,325
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. 31, 2016 04:45 PM EDT Reads: 2,657
"What we see what happens when you have a completely networked society and the potential to now drive the value creation and the collaboration and the ecosystems that are possible when you start to be able to connect people and industries together in ways that have never been possible before," explained Esmeralda Swartz, VP of Marketing Enterprise & Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
May. 31, 2016 04:45 PM EDT Reads: 1,892
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
May. 31, 2016 04:45 PM EDT Reads: 3,213
How will your company move to the cloud while ensuring a solid security posture? Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is ...
May. 31, 2016 04:30 PM EDT Reads: 968
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. 31, 2016 04:00 PM EDT Reads: 2,726
SYS-CON Events announced today that Zerto 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. Zerto is committed to keeping enterprise and cloud IT running 24/7 by providing innovative, simple, reliable and scalable business continuity software solutions. Through the Zerto Cloud Continuity Platform™, organizations can seamlessly move and protect virtualized workloads between public, private and hybrid clou...
May. 31, 2016 03:50 PM EDT Reads: 267
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
May. 31, 2016 03:45 PM EDT Reads: 2,170
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
May. 31, 2016 03:00 PM EDT Reads: 2,042
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze 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, NY. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
May. 31, 2016 02:45 PM EDT Reads: 1,754
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
May. 31, 2016 02:45 PM EDT Reads: 879
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. 31, 2016 02:30 PM EDT Reads: 1,499