CALGARY, ALBERTA--(Marketwire - Feb. 25, 2013) - Donnybrook Energy Inc. ("Donnybrook" or the "Company") (TSX VENTURE:DEI) reports that it has entered into an asset exchange agreement (the "Asset Exchange Agreement") and an arrangement agreement (the "Arrangement Agreement") with Cequence Energy Ltd. ("Cequence") (TSX:CQE) to sell the Company's interest in its Simonette and Resthaven oil and gas properties for consideration consisting of 10.3 million common shares of Cequence ("Cequence Shares") and Cequence's interest in its Fir oil and gas property. The transaction, including the subsequent distribution of the 10.3 million Cequence Shares to the holders ("Donnybrook Shareholders") of common shares of Donnybrook ("Donnybrook Shares"), is anticipated to be completed, in part, by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").
The Simonette and Resthaven properties to be sold to Cequence consist of 38 gross (19 net) sections of land with net production of approximately 120 boe per day.
Upon completion of the Arrangement, Donnybrook Shareholders are anticipated to receive, based on the current number of outstanding Donnybrook Shares, approximately 0.0531 of a Cequence Share for each Donnybrook Share while continuing to hold their existing Donnybrook Shares. On closing, it is anticipated that existing Donnybrook Shareholders will own approximately 5 percent of the outstanding Cequence Shares.
Cequence is a natural gas and oil resource play focused company with current production in excess of 9,000 boe per day. The majority of Cequence's production comes from the Deep Basin in the Simonette area where it owns Montney and other Cretaceous oil and gas rights. Cequence currently operates Donnybrook's Simonette property and has the requisite technical, operational, financial flexibility and access to capital to develop the property on an efficient basis for its shareholders.
On a pro forma basis, Donnybrook will hold its existing Bigstone property with 8 gross (3.75 net) sections of land and the newly acquired Fir property which consists of a total of 5 net sections of land and long life, low decline production of approximately 220 net boe per day. The Fir property is approximately 35 km from the Bigstone property.
The board of directors of Donnybrook has unanimously determined that the Arrangement is in the best interests of Donnybrook and is fair to Donnybrook Shareholders. The board of directors has also unanimously approved the transaction and determined to recommend that the Donnybrook Shareholders vote in favour of the Arrangement. Each of the officers and directors of Donnybrook, holding Donnybrook Shares representing an aggregate of approximately 12.5% of the outstanding Donnybrook Shares, have entered into lock-up agreements with Cequence supporting the transaction, pursuant to which they have agreed to vote the Donnybrook Shares held by them in favour of the Arrangement.
RBC Capital Markets is acting as financial advisor to Donnybrook and has provided the board of directors of Donnybrook with an opinion that, as of the date of the Arrangement Agreement, the consideration to be received under the Arrangement is fair, from a financial point of view, to the Donnybrook Shareholders.
Under the terms of the Arrangement Agreement, Donnybrook has agreed that it will not solicit or initiate any inquiries or discussions that may reasonably be expected to lead to an alternative sale of the Simonette and Resthaven assets or any other transaction which could impede, interfere, prevent or delay the transaction contemplated under the Arrangement Agreement. In addition, should a Superior Proposal (as such term is defined in the Arrangement Agreement) be presented to Donnybrook, Donnybrook has granted Cequence the right to match such Superior Proposal. The Arrangement Agreement also provides for the payment of a reciprocal non-completion fee of $1.0 million under certain circumstances.
Completion of the transaction is subject to customary closing conditions, including receipt of court, shareholder, TSX Venture Exchange and other regulatory approvals. Donnybrook Shareholders will be asked to vote on the transaction at a special meeting of Donnybrook Shareholders and the completion of the transaction will require the approval of two-thirds of the votes cast by Donnybrook Shareholders in person or by proxy at the meeting.
An information circular regarding the Arrangement is expected to be mailed to Donnybrook Shareholders in mid-March for a special meeting of the Donnybrook Shareholders to take place in mid-April, with closing expected to occur as soon as reasonably practicable following receipt of court, shareholder and regulatory approvals.
A copy of the Asset Exchange Agreement and the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.
Further information relating to Donnybrook is also available on its website at www.donnybrookenergy.ca.
ON BEHALF OF THE BOARD OF DONNYBROOK ENERGY INC.
Malcolm F. W. Todd, Chief Executive Officer