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CCNMatthews (press release), Canada
June 8 2005
Transeuro Energy Announces Proposed Acquisiton of Mattson Holdings
Ltd.
VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 8, 2005) - Transeuro
Energy Corp. (the "Company" or "TSU"). Mr. Edward Farrauto, President
and CEO of Transeuro Energy Corp. (TSX VENTURE:TSU) is very pleased
to announce that the Company has entered into a Letter of Intent
("LOI") dated May 31, 2005 to acquire of all of the issued and
outstanding shares of Mattson Holdings Ltd. ("Mattson") A British
Columbia corporation, from Mattson's shareholders (the
"Shareholders"). Mattson has executed a letter of intent with Ampac
Petroleum Inc. ("Ampac") to acquire Ampac's interest in the Beaver
River Farm-out and Operating Agreement between Questerre Beaver River
Inc., a wholly owned subsidiary of Questerre Energy Corp. (TSX:QEC),
and Ampac.
Transaction Terms
Transeuro will purchase from the Shareholders, who are arm's length
parties to the Company, all of Mattson's 7,017,544 Class A common
shares and 46,167,384 Class B common shares (the "Mattson Shares")
which will represent all of Mattson's issued shares at the time a
definitive agreement is entered into with Transeuro. As consideration
for the Mattson Shares, Transeuro will issue to the Shareholders
53,184,928 common shares (the "Transaction Shares") in the capital of
Transeuro at a deemed price of $0.57 per Transaction Share. It is
expected that 46,167,384 of the Transaction Shares, representing
those Transaction Shares being issued in exchange for the Mattson
Class B common shares, will be subject to the escrow restrictions
pursuant to terms of TSX Venture Exchange (the "Exchange") policy 5.4
and an escrow agreement to be entered into by Transeuro, the
applicable Shareholders and Transeuro's transfer agent in the form
prescribed by the Exchange. The escrowed shares will be released in
accordance with the policies of the Exchange. All of the Transaction
Shares, including the 7,017544 Transaction Shares that are not
subject to escrow, will be subject to such other resale restrictions
as may be prescribed by applicable securities laws.
Ampac currently owns an undivided 33.333% working interest in the
Farmout Lands and has the right to acquire an additional 16.667%
interest by completing an initial work program set out in the Beaver
River Farmout and Operating Agreement. Pursuant to the Letter of
Intent with Ampac, Mattson will acquire Ampac's existing 33.333%
interest along with the right to acquire the additional 16.667%
interest by carrying out a work program of up to $10 million as will
be specified in the formal agreement with Ampac.
Transeuro Management
Upon completion of the Transaction, Mr. Harold (Hal) Hemmerich will
be President and CEO of Transeuro and Mr. Edward Farrauto will be
CFO. The Board of Directors will be comprised of Harold Hemmerich,
Edward Farrauto, David Parry, Anastase Maragos and David Cohen. In
addition, Mattson will have the right to appoint an additional
director to the board.
Mr. Hemmerich has extensive background and experience in the resource
industries of petroleum, natural gas and mining, as in the public
markets as both a senior officer and director. He is currently the
Director Business Development of High Arctic Energy Services LLC, a
wholly-owned subsidiary of High Arctic Energy Services Inc., an
Alberta based drilling services company with domestic and
international operations.
Mr. Hemmerich's experience within the resource industry dates back to
1970. He has operated producing mines and exploration programs
worldwide. His experience has encompassed operation in Russia,
Africa, South America, North America, and Southeast Asia. He has led
numerous financings and has strong ties to the capital markets. In
addition to the financial considerations of public corporations, Hal
has significant experience in mergers and acquisitions. He has
initiated and coordinated initial public offerings and reverse
takeovers.
Beaver River Farmout and Operating Agreement
Mattson, at the time the definitive agreement with Transeuro is
entered into, will have entered into a formal agreement (the "Ampac
Agreement") with Ampac to earn Ampac's interest in the Beaver River
Field further to the Beaver River Famout and Operating Agreement
between Questerre Beaver River Inc. and Ampac dated May of 2005 (the
"Beaver River Agreement"). Ampac currently owns a 33.333% working
interest in a number of wells in Beaver River Field and has the right
to acquire an additional 16.667% by completing an initial work
program of $5 million. Ampac has a further option to earn an
additional 16.667% working interest in the Mattson formation of the
Beaver River Field (resulting in it owning a 50% working interest) by
drilling a new well and, upon completion or abandonment of that well,
has the option to earn a 16.667% working interest in the Nahanni
formation (resulting in it owning a 50% working interest) by drilling
a new well in that formation.
Mattson has agreed with Ampac to provide exploration funding of up to
$10 million. It is currently planning and will be implementing an
initial $4 million wellbore reworking program expected to be carried
out by High Arctic Energy Services.
The Beaver River Field
The Beaver River Field is a natural gas field located 150 km
northwest of Fort Nelson, British Columbia and is adjacent to the
Fort Liard area of the southern Northwest Territories where large gas
discoveries by Chevron Canada and Encana Corporation have confirmed
the region's natural gas potential. The Beaver River Field is tied
into the Duke Energy Gas Transmission Pipeline and has been
historically estimated to contain 1.5 Tcf to 3.0 Tcf of original gas
in place (OGIP) with a recovery factor of 10% to 20%. Based on
re-processed 3D Seismic and other data, a new field interpretation
has now recognized that there are two horizons containing gas: the
shallow Mattson sands and the deeper Nahanni formation. The Mattson
sands contains 6 to 10 sandstone zones, each of which have the
potential to host gas reserves.
Other Matters
Transeuro will put in place, subject to shareholder and regulatory
approval, a stock option plan in form and substance satisfactory to
the parties, and Transeuro will issue, upon the completion of the
Proposed Transaction, an additional 1,500,000 options to purchase
common shares of Transeuro at an exercise price of $0.71, subject to
regulatory approval. The new stock options will be valid for a 5 year
period.
The Transaction is subject to receipt of a satisfactory valuation on
the Beaver River Farmout and Operating Agreement by Mattson, the
execution of a definitive agreement, the receipt of regulatory
approval and the approval of the Transeuro board of directors.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and disinterested
shareholder approval. 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 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 has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Transeuro Energy is pursuing oil and gas exploration opportunities in
the Papuan Fold Belt of Papau New Guinea, under-explored frontier
basins in Armenia and gas production development on the Crimean
Peninsula, Ukraine. Transeuro has staked a claim to three significant
emerging oil and gas regions of the world. Transeuro's participation
in the Beaver River Field will add a strong domestic gas component to
Transeuro's portfolio.
TRANSEURO ENERGY CORP.
Edward Farrauto, President and CEO
The TSX Venture Exchange has not reviewed, and does not accept
responsibility for the adequacy or accuracy of the content of this
news release.
June 8 2005
Transeuro Energy Announces Proposed Acquisiton of Mattson Holdings
Ltd.
VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 8, 2005) - Transeuro
Energy Corp. (the "Company" or "TSU"). Mr. Edward Farrauto, President
and CEO of Transeuro Energy Corp. (TSX VENTURE:TSU) is very pleased
to announce that the Company has entered into a Letter of Intent
("LOI") dated May 31, 2005 to acquire of all of the issued and
outstanding shares of Mattson Holdings Ltd. ("Mattson") A British
Columbia corporation, from Mattson's shareholders (the
"Shareholders"). Mattson has executed a letter of intent with Ampac
Petroleum Inc. ("Ampac") to acquire Ampac's interest in the Beaver
River Farm-out and Operating Agreement between Questerre Beaver River
Inc., a wholly owned subsidiary of Questerre Energy Corp. (TSX:QEC),
and Ampac.
Transaction Terms
Transeuro will purchase from the Shareholders, who are arm's length
parties to the Company, all of Mattson's 7,017,544 Class A common
shares and 46,167,384 Class B common shares (the "Mattson Shares")
which will represent all of Mattson's issued shares at the time a
definitive agreement is entered into with Transeuro. As consideration
for the Mattson Shares, Transeuro will issue to the Shareholders
53,184,928 common shares (the "Transaction Shares") in the capital of
Transeuro at a deemed price of $0.57 per Transaction Share. It is
expected that 46,167,384 of the Transaction Shares, representing
those Transaction Shares being issued in exchange for the Mattson
Class B common shares, will be subject to the escrow restrictions
pursuant to terms of TSX Venture Exchange (the "Exchange") policy 5.4
and an escrow agreement to be entered into by Transeuro, the
applicable Shareholders and Transeuro's transfer agent in the form
prescribed by the Exchange. The escrowed shares will be released in
accordance with the policies of the Exchange. All of the Transaction
Shares, including the 7,017544 Transaction Shares that are not
subject to escrow, will be subject to such other resale restrictions
as may be prescribed by applicable securities laws.
Ampac currently owns an undivided 33.333% working interest in the
Farmout Lands and has the right to acquire an additional 16.667%
interest by completing an initial work program set out in the Beaver
River Farmout and Operating Agreement. Pursuant to the Letter of
Intent with Ampac, Mattson will acquire Ampac's existing 33.333%
interest along with the right to acquire the additional 16.667%
interest by carrying out a work program of up to $10 million as will
be specified in the formal agreement with Ampac.
Transeuro Management
Upon completion of the Transaction, Mr. Harold (Hal) Hemmerich will
be President and CEO of Transeuro and Mr. Edward Farrauto will be
CFO. The Board of Directors will be comprised of Harold Hemmerich,
Edward Farrauto, David Parry, Anastase Maragos and David Cohen. In
addition, Mattson will have the right to appoint an additional
director to the board.
Mr. Hemmerich has extensive background and experience in the resource
industries of petroleum, natural gas and mining, as in the public
markets as both a senior officer and director. He is currently the
Director Business Development of High Arctic Energy Services LLC, a
wholly-owned subsidiary of High Arctic Energy Services Inc., an
Alberta based drilling services company with domestic and
international operations.
Mr. Hemmerich's experience within the resource industry dates back to
1970. He has operated producing mines and exploration programs
worldwide. His experience has encompassed operation in Russia,
Africa, South America, North America, and Southeast Asia. He has led
numerous financings and has strong ties to the capital markets. In
addition to the financial considerations of public corporations, Hal
has significant experience in mergers and acquisitions. He has
initiated and coordinated initial public offerings and reverse
takeovers.
Beaver River Farmout and Operating Agreement
Mattson, at the time the definitive agreement with Transeuro is
entered into, will have entered into a formal agreement (the "Ampac
Agreement") with Ampac to earn Ampac's interest in the Beaver River
Field further to the Beaver River Famout and Operating Agreement
between Questerre Beaver River Inc. and Ampac dated May of 2005 (the
"Beaver River Agreement"). Ampac currently owns a 33.333% working
interest in a number of wells in Beaver River Field and has the right
to acquire an additional 16.667% by completing an initial work
program of $5 million. Ampac has a further option to earn an
additional 16.667% working interest in the Mattson formation of the
Beaver River Field (resulting in it owning a 50% working interest) by
drilling a new well and, upon completion or abandonment of that well,
has the option to earn a 16.667% working interest in the Nahanni
formation (resulting in it owning a 50% working interest) by drilling
a new well in that formation.
Mattson has agreed with Ampac to provide exploration funding of up to
$10 million. It is currently planning and will be implementing an
initial $4 million wellbore reworking program expected to be carried
out by High Arctic Energy Services.
The Beaver River Field
The Beaver River Field is a natural gas field located 150 km
northwest of Fort Nelson, British Columbia and is adjacent to the
Fort Liard area of the southern Northwest Territories where large gas
discoveries by Chevron Canada and Encana Corporation have confirmed
the region's natural gas potential. The Beaver River Field is tied
into the Duke Energy Gas Transmission Pipeline and has been
historically estimated to contain 1.5 Tcf to 3.0 Tcf of original gas
in place (OGIP) with a recovery factor of 10% to 20%. Based on
re-processed 3D Seismic and other data, a new field interpretation
has now recognized that there are two horizons containing gas: the
shallow Mattson sands and the deeper Nahanni formation. The Mattson
sands contains 6 to 10 sandstone zones, each of which have the
potential to host gas reserves.
Other Matters
Transeuro will put in place, subject to shareholder and regulatory
approval, a stock option plan in form and substance satisfactory to
the parties, and Transeuro will issue, upon the completion of the
Proposed Transaction, an additional 1,500,000 options to purchase
common shares of Transeuro at an exercise price of $0.71, subject to
regulatory approval. The new stock options will be valid for a 5 year
period.
The Transaction is subject to receipt of a satisfactory valuation on
the Beaver River Farmout and Operating Agreement by Mattson, the
execution of a definitive agreement, the receipt of regulatory
approval and the approval of the Transeuro board of directors.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and disinterested
shareholder approval. 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 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 has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Transeuro Energy is pursuing oil and gas exploration opportunities in
the Papuan Fold Belt of Papau New Guinea, under-explored frontier
basins in Armenia and gas production development on the Crimean
Peninsula, Ukraine. Transeuro has staked a claim to three significant
emerging oil and gas regions of the world. Transeuro's participation
in the Beaver River Field will add a strong domestic gas component to
Transeuro's portfolio.
TRANSEURO ENERGY CORP.
Edward Farrauto, President and CEO
The TSX Venture Exchange has not reviewed, and does not accept
responsibility for the adequacy or accuracy of the content of this
news release.