CALGARY, ALBERTA--(Marketwired - March 23, 2015) -
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Silk Road Energy Inc. (the "Corporation") (TSX VENTURE:SLK) is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Aurora Exploration, LLC ("Aurora") in connection with a business combination between the Corporation and Aurora (the "Transaction"). In addition, the Corporation is pleased to announce the re-election of Vladimir Katic, Patrick Devlin, Dr. Paul Craig and Michael Judson at the Corporation's annual and special meeting of its shareholders (the "Meeting") to the board of directors of the Corporation (the "Board") and the appointment of G. Scott Pfoff to the Board following the Meeting.
Letter of Intent
The Corporation has entered into the LOI with Aurora in connection with the proposed Transaction. It is currently anticipated that the Transaction will occur by way of acquisition of all of the assets or shares of Aurora by SRE or by way of amalgamation or merger, the final structure of the Transaction being subject to receipt of tax, corporate and securities law advice for both the Corporation and Aurora. Aurora is an independent oil & gas exploration and production company which holds developmental and exploratory prospects in the Cook Inlet basin, in Alaska, USA.
Certain of the insiders of the Corporation have significant interests in Aurora and accordingly the Transaction may be deemed to be a "related party transaction" and be subject to TSX Venture Exchange (the "Exchange") Policy 5.9 - Related Party Transaction Requirements.
Under the terms of the Letter of Intent, the Corporation and Aurora will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated Transaction set forth herein and, such other terms and provisions of a more detailed nature as the parties may agree.
Completion of the Transaction will be subject to a number of conditions including, but not limited to, completion of a concurrent financing, satisfactory due diligence by each of the Corporation and Aurora, the completion of a definitive agreement in respect of the Transaction, closing conditions customary to transactions of the nature of the Transaction, approvals of shareholders, director, regulators and third parties that may be necessary or desirable, acceptance of the Exchange and, if required by the Exchange policies or securities laws or regulations, majority of the minority shareholder approval or disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Transaction will be completed as proposed or at all.
If and when a definitive agreement between the Corporation and Aurora is executed, the Corporation will issue a subsequent press release containing further details regarding the Transaction, the concurrent financing and the interests of certain insiders of the Corporation in Aurora.
The common shares of the Corporation are currently halted from trading on the Exchange and pursuant to the policies of the Exchange, the common shares of the Corporation will be remain halted pending receipt and review by the Exchange of acceptable documentation regarding the Transaction.
Board of Directors
Vladimir Katic, Patrick Devlin, Dr. Paul Craig and Michael Judson were re-elected as directors of the Corporation at the Meeting. In addition, G. Scott Pfoff was appointed to the Board following the Meeting. Mr. Pfoff is the President and Chief Operating Officer of Aurora.
Vladimir Katic, President and Chief Executive Officer of the Corporation commented "Scott Pfoff brings extensive oil and gas experience, especially in the gas market in Cook Inlet. In the event that the Transaction is completed, the Corporation's primary focus will be gas exploration and production in the Cook Inlet basin, and Mr. Pfoff's experience will be a tremendous benefit to the Corporation."
Mr. Pfoff holds a Bachelor of Science degree from the University of Findlay, Ohio, with a major in Economics and has over thirty-five years of experience in petroleum exploration and production. His first seventeen years were spent with a major, fully integrated oil and gas company (Marathon Oil Company) in the areas of natural gas marketing, business administration, and petroleum accounting. Mr. Pfoff subsequently cofounded and managed the startup and operation of numerous oil and gas related businesses, including Aurora Power Resources, Inc., a company recognized three times as one of the fastest growing privately held companies based in Houston, Texas. Although Mr. Pfoff's companies have drilled in Texas and Colorado, the vast majority of Mr. Pfoff's oil and gas career has focused on the Cook Inlet basin of Alaska. More recently, Mr. Pfoff has been a cofounder and investor in numerous highly successful real estate ventures in Washington and Texas.
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the completion of the Transaction, including statements regarding the completion and structure of the Transaction, the terms and conditions of the Transaction, the interests of certain insiders of the Corporation in Aurora, whether the Transaction will be a "related party transaction" pursuant to the policies of the Exchange, the halt in trading of the common shares of the Exchange, the negotiation, execution and delivery of a definitive agreement in respect of the Transaction, the conditions precedent to the completion of the Transaction and the completion of a concurrent financing. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, that financing will not be available to the Corporation on terms acceptable to the Corporation or at all, that the conditions precedent to the Transaction will not be satisfied, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction, financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from shareholders and regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Aurora, their securities, or their respective financial or operating results or (as applicable).
The TSXV has neither approved nor disapproved the contents of this press release.
Neither TSXV Venture Exchange Inc. nor its Regulations Services Provided (as that term is defined in the policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.