Cold Creek Capital Inc. ("Cold Creek") (TSX VENTURE:CCC.P) is pleased to
announce that it has entered into an amalgamation agreement with Gaucho
Exploration (SA) Ltd. ("Gaucho"). In addition, Cold Creek announces the
following updates to its previously announced qualifying transaction with Gaucho
(refer to Cold Creek's press release of April 26, 2007).
Cold Creek and Gaucho had previously executed a letter of intent dated April 26,
2007 (the "Letter of Intent") in respect of a transaction whereby Cold Creek
would acquire all of the issued and outstanding Gaucho securities. Cold Creek
and Gaucho have entered into an amalgamation agreement (the "Amalgamation
Agreement"), which supersedes the Letter of Intent. Pursuant to the Amalgamation
Agreement, Cold Creek and Gaucho will amalgamate under the Business Corporations
Act (Alberta) (the "Amalgamation").
Gaucho is a private company, incorporated under the Business Corporations Act
(Alberta) and is based in Calgary, Alberta. Gaucho is engaged in the
acquisition, exploration and development of oil and gas concessions in South
America. Gaucho has an option to acquire Canadian Energy Enterprise C.E.E.
Bolivia S.R.L. ("CEE"). CEE is a private company formed under the laws of
Bolivia, who has participating interests in two oil and gas concessions in
Bolivia.
Cold Creek is a capital pool company and intends for the Amalgamation and
exercise of the option to acquire CEE to constitute the qualifying transaction
of Cold Creek (the "Qualifying Transaction") as such term is defined in policy
2.4 (Capital Pool Companies) ("Exchange Policy 2.4") of the TSX Venture Exchange
(the "Exchange"). Cold Creek's trading status has been suspended as Cold Creek
has not completed a qualifying transaction in the prescribed time limit under
Exchange Policy 2.4. Cold Creek's trading status will remain suspended until
Cold Creek completes a qualifying transaction or transfers to NEX. See "Deadline
to Complete Qualifying Transaction" below.
Gaucho's Option to Acquire CEE
On April 2, 2007, CEE entered into an option agreement (as amended on December
6, 2007 and April 21, 2008) with Gaucho, pursuant to which Gaucho acquired the
option (the "Option") to purchase all of the issued and outstanding securities
of CEE (the "CEE Option Agreement"). In consideration of the CEE Option
Agreement, Gaucho is obligated to pay to CEE's founder, Enrique Coscio
Maldonado, $500,000 and 500,000 Gaucho Shares at a deemed price of $1.00 per
Gaucho Share (assuming completion of the Amalgamation) and enter into an
employment agreement with Mr. Coscio Maldonado. Gaucho through, CEE maintains an
office and staff in Santa Cruz, Bolivia. Further, Gaucho has agreed to pay Mr.
Coscio Maldonado a 1% gross overriding royalty on any further oil and gas
acquisitions in South America. As of the date hereof, Gaucho has paid $183,000
as a deposit to Mr. Coscio Maldonado in respect of the CEE Option Agreement,
such deposit will be applied towards the purchase price in the CEE Option
Agreement.
The Amalgamation Agreement
Under the Amalgamation Agreement, subject to Gaucho exercising the Option to
acquire CEE, Cold Creek and Gaucho have agreed to amalgamate to form a new
company under the name "Cold Creek Energy Inc." ("Amalco"). Pursuant to the
Amalgamation, all of the outstanding Cold Creek securities and Gaucho securities
will be exchanged for corresponding securities of Amalco. In particular, Amalco
will issue:
- One Amalco common share ("Amalco Share") for every one Cold Creek common share
("Cold Creek Share") issued and outstanding on the effective date of the
Amalgamation (the "Effective Date");
- One option to purchase an Amalco Share ("Amalco Option") for every one option
to purchase a Cold Creek Share ("Cold Creek Option") issued and outstanding on
the Effective Date with the same terms as the Cold Creek Option being exchanged;
- One Amalco Share for every one Gaucho Class A common voting share ("Gaucho
Share") issued and outstanding on the Effective; and
- One Amalco Share for every one Gaucho Class C common non-voting share ("Gaucho
Non-Voting Share") issued and outstanding on the Effective Date.
Any fractional interest resulting from the foregoing transactions will be
rounded up or down to the nearest Amalco security.
In connection with the Amalgamation, subject to Gaucho exercising the Option to
acquire CEE, it is anticipated that on the effective date of the Amalgamation
(the "Effective Date"), there will be 4,700,000 Cold Creek Shares, 400,000 Cold
Creek Options, 1,000,000 Gaucho Non-Voting Shares and 4,449,001 Gaucho Shares
issued and outstanding.
Upon completion of the Amalgamation, it is anticipated that there will be
10,149,001 Amalco Shares, and 400,000 Amalco Options outstanding. In addition,
Amalco intends to complete the Amalco Private Placement (defined below) of a
minimum of 2,000,000 Amalco Shares and a maximum of 5,000,000 Amalco Shares at
$1.00 per Amalco Share. See "Amalco Private Placement" below. Further, a number
of Amalco Options will be issued in accordance with Amalco's stock option plan.
Steps of the Amalgamation and Related Transactions
Based on the terms of the Amalgamation and related transactions, and assuming
the Amalgamation and related transactions receive regulatory and securityholder
approval and satisfaction or waiver of all conditions precedent, the remaining
events listed below will occur and be deemed to occur in the following order:
1. Gaucho exercises the Option and completes the acquisition of CEE and issues
500,000 Gaucho Shares and balance of cash payment to the vendor in accordance
with the CEE Option Agreement;
2. Certain founders of Cold Creek complete a transfer within escrow of 668,034
Cold Creek Shares to Michael S. Vandale for nominal consideration;
3. Cold Creek and Gaucho amalgamate to become Amalco resulting in the
certificates representing the Cold Creek and Gaucho securities being exchanged
for certificates representing the corresponding Amalco securities, in the
following anticipated amounts:
(a) 4,700,000 Amalco Shares are exchanged for 4,700,000 Cold Creek Shares;
(b) 400,000 Amalco Options are exchanged for 400,000 Cold Creek Options;
(c) 4,449,001 Amalco Shares are exchanged for 4,449,001 Gaucho Shares, including
the Gaucho Shares issued pursuant to the exercise of the Option; and
(d) 1,000,000 Amalco Shares are exchanged for 1,000,000 Gaucho Non-Voting Shares;
4. A minimum of 2,000,000 and a maximum of 5,000,000 Amalco Shares are issued at
$1.00 per Amalco Share pursuant to the Amalco Private Placement;
5. Up to 1,114,900 Amalco Options are issued to Amalco's directors and officers; and
6. Appropriate filings are made with the Exchange and the Final Exchange
Bulletin approving the Amalgamation as Cold Creek's Qualifying Transaction is
issued.
Shareholder Approval
The Amalgamation must be approved by (a) a special resolution of each of the (i)
Cold Creek Shareholders, (ii) Gaucho Shareholders and (iii) Gaucho Non-Voting
Shareholders in accordance with the Business Corporations Act (Alberta); and (b)
"Majority of the Minority Approval" of the Cold Creek Shareholders in accordance
with Exchange Policy 2.4 (see below). To be effective a special resolution must
be passed by 66?% of the shareholders who are entitled to vote on the resolution
and are present in person or by proxy at the shareholder meeting. The holders of
options to acquire Cold Creek Shares are not entitled to vote with respect to
the Amalgamation unless those options are exercised into Cold Creek Shares.
Exchange Policy 2.4 requires that, in addition to approval of 66?% of the Cold
Creek Shareholders, in order to complete the Amalgamation, "Majority of the
Minority Approval" of the Cold Creek Shareholders must be obtained. In
calculating the votes to determine the required level of Cold Creek Shareholder
approval for the Majority of the Minority Approval, all Non-Arm's Length Parties
(as defined in the Exchange's policies) to Cold Creek and all Non-Arm's Length
Parties to the Amalgamation will be excluded from voting. To the knowledge of
Cold Creek's management, a total of 1,881,080 Cold Creek Shares are anticipated
to be excluded from voting on the approval of the Amalgamation pursuant to
Exchange Policy 2.4.
The Amalgamation is a "Non-Arm's Length Qualifying Transaction" under Exchange
Policy 2.4 because Michael S. Vandale was a control person of both Cold Creek
and Gaucho at the date of the Letter of Intent. Mr. Vandale is an officer and
the sole director of Gaucho and is a director of Cold Creek. As of June 29,
2008, Mr. Vandale beneficially owns 803,784 Cold Creek Shares, 100,000 Cold
Creek Options, each with an exercise price of $0.25, and one Gaucho Share.
Conditions of the Amalgamation
The Amalgamation Agreement contains a number of conditions precedent to the
obligations of parties. Unless all of such conditions are satisfied or waived by
the party for whose benefit such conditions exist, to the extent they may be
capable of waiver, the Amalgamation will not proceed. There is no assurance that
the conditions will be satisfied or waived on a timely basis, or at all. Such
conditions include the Cold Creek Shareholders, Gaucho Shareholders, and Gaucho
Non-Voting Shareholders approving the Amalgamation and the Qualifying
Transaction and that all other consents and approvals (including regulatory
approvals) are obtained.
Benefits of the Amalgamation
The Amalgamation is expected to yield benefits to the securityholders of Cold
Creek and Gaucho. The principal purposes of the Amalgamation are to allow for
the business of Gaucho to be operated on a more expeditious and cost effective
basis through a public company, to provide Gaucho with access to capital through
public markets and to provide liquidity to existing Gaucho Shareholders. The
Amalgamation will constitute Cold Creek's Qualifying Transaction under Exchange
Policy 2.4. The Amalgamation will also constitute a liquidity event for Gaucho
Shareholders pursuant to which currently unlisted Gaucho Shares and Gaucho
Non-Voting Shares will be exchanged for publicly listed Amalco Shares. The
completion of the Amalgamation is also expected to enhance Amalco's ability to
access the public capital markets in order to provide the financial resources
necessary to facilitate the exploration and development of Amalco's oil and gas
properties. Following completion of the Amalgamation, it is anticipated that
Amalco will be involved in the exploration for and production of petroleum and
natural gas in South America.
Assets
Upon the completion of the Qualifying Transaction, Amalco (through its wholly
owned subsidiary, CEE) is anticipated to have a 50% participating interest in an
oil and gas concession in the Warnes Field, subject to the conditions described
below, which field is located approximately 26 km north of Santa Cruz in Bolivia
and an engagement to study a concession in a property called "El Cedro". In
addition, Amalco is anticipated to have a work program and minimum cash of
approximately $2,000,000.
All geological information provided in this press release, including all
information on CEE's assets, has been provided by management of CEE and has not
been independently verified by management of Cold Creek or Gaucho. CEE has
engaged DeGolyer and McNaughton Canada Limited ("DeGolyer"), independent
petroleum engineers of Calgary, Alberta, to prepare:
- an appraisal report based upon CEE's 50% participating interest in the Warnes
Field, (the "Warnes Report"); and
- an appraisal report based upon CEE's 49% participating interest in the El
Cedro lands (the "El Cedro Report").
The Warnes Report is dated March 13, 2008 and is effective March 1, 2008.
The El Cedro Report consists of an engineering report and two separate letters.
Those documents are (i) "Report as of May 31, 2008 on the Prospective Resources
attributable to Certain Hydrocarbons Accumulations for Canadian Energy
Enterprises C.E.E. Bolivia S.R.L. in El Cedro, Bolivia" dated June 13, 2008;
(ii) "El Cedro, Bolivia 2008-2009 Capital Spending Program" dated June 13, 2008;
and (iii) "Final Report Figures 3 - 6 Updated" dated July 8, 2008 and all are
effective May 31, 2008. CEE intends to have the separate engineering report and
letters combined into one report.
Warnes Field Assets
Pursuant to an operating contract (the "Warnes Operating Contract") with
Yacimientos Petroliferos Fiscales Bolivianos ("YPFB"), the Bolivian state oil
and gas company, CEE has a 50% participating interest in the Warnes Field,
Bolivia. The initial assets in the Warnes Field consist of one shut-in gas well,
two abandoned wells and no current production. CEE's estimated share of proved,
probable and possible natural gas reserves and NGLs as of March 1, 2008 was
7,625 MMcf and 156 Mbbls, respectively for gross reserves (includes the working
interest reserves before deduction of royalties payable to others) and 4,524
MMcf and 88 Mbbls, respectively for net reserves (includes gross reserves after
royalties payable to others plus royalty interest reserves).
CEE has many strict obligations under the Warnes Operating Contract, including
submitting development plans, cost structures and capital costs estimates to
YPFB for approval. YPFB may terminate the Warnes Operating Contract if CEE
breaches any provision of such contract. In addition, YPFB may terminate the
Warnes Operating Contract if there is a change of control of CEE. In the Warnes
Operating Contract, "control" means the ability to direct, administer or dictate
the management of CEE, whether through the holding of shares or other securities
with voting rights or by any other direct or indirect means. Consequently, the
CEE Acquisition may be considered a change of control of CEE. While CEE is
seeking consent of YPFB to the acquisition of CEE by Amalco, there can be no
assurance that such consent will be obtained. Consequently, YPFB may take the
position that it is able to terminate the Warnes Operating Contract due to a
change of control of CEE. There can be no assurance that YPFB will consent to
the change of control of CEE as proposed or at all. Following completion of the
Amalgamation and the acquisition of CEE, Amalco does not intend to proceed with
any exploration activities in the Warnes Field until the consent of YPFB to the
change of control of CEE has been received.
El Cedro Assets
On May 5, 2008 CEE entered into an agreement with YPFB with respect to the El
Cedro concession (the "Concession Study Agreement"). Under the Concession Study
Agreement, CEE intends to evaluate an area of land called El Cedro. El Cedro is
located immediately north of Santa Cruz, Bolivia and comprises approximately
124,000 hectares. The El Cedro block surrounds the Warnes Field. CEE has one
year to carry out its evaluation. At the end of its evaluation CEE is to provide
a report to YPFB, which is to include geological, structural and stratigraphic
analysis, oil and gas reserve analysis, an initial plan for the exploration and
development of El Cedro, and risk evaluation. See "Exploration Program" below
for the estimated costs of CEE's exploration program and report.
CEE is to fund 100% of the cost of the study and the preparation of the report.
Within 60 days of receipt of the report, YPFB will either approve or reject
CEE's proposal. If YPFB accepts CEE's proposal then YPFB and CEE will enter into
a joint venture whereby they will form a mixed public and private corporation
pursuant to Bolivian law (in Bolivia known as a "Sociedad anonima mixta") (the
"SAM") to explore for and product hydrocarbons from the El Cedro block. The SAM
will be owned by YPFB and CEE as to 51% and 49%, respectively. Management and
administration of the SAM will be joint between YPFB and CEE and decisions of
the SAM with respect to investments shall be adopted unanimously. Following the
study period, the SAM will enter into one or more contracts with YPFB, which are
to have the following features: (i) ensuring an adequate return for the parties;
(ii) the rights and obligations of the parties are to be proportionate to each
party's proportionate interest in the SAM; (iii) CEE will be the operator in El
Cedro for the exploration period and such other time as agreed to with YPFB,
thereafter, YPFB may be the operator, at is option; and (iv) YFPB will market
and commercialize all hydrocarbons produced by the SAM.
El Cedro Report
Set forth below is certain information derived from the El Cedro Report.
Petroleum resources included in the El Cedro Report are classified as
prospective resources and have been prepared in accordance with National
Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities. Because
of the lack of commerciality or sufficient development drilling, the prospective
resources estimated therein cannot be classified as reserves. The petroleum
resources are classified as follows:
Prospective Resources - Those quantities of petroleum estimated, as of a given
date, to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective resources have both an
associated chance of discovery and a chance of development. Prospective
Resources are further subdivided in accordance with the level of certainty
associated with recoverable estimates assuming their discovery and development
and may by subclassified based on project maturity.
The estimation of resources quantities for an accumulation is subject to both
technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable volumes. In all cases, the range of uncertainty is
dependent on the amount and quality of both technical and commercial data that
are available and may change as more data become available.
Low, Best and High - Estimates of petroleum resources in this report are
expressed using the terms Low, Best and High estimate to reflect the range of
uncertainty.
For deterministic estimates of petroleum resources, low estimate herein is the
P90 quantity derived from deterministic analysis. This means that there is at
least a 90% probability that, assuming the accumulation is developed, the
quantities actually recovered will equal or exceed the low estimate. The best
estimate is the P50 quantity derived from deterministic analysis. This means
that there is at least a 50% probability that, assuming the accumulation is
undiscovered and developed, the quantities actually recovered will equal or
exceed the best estimate. The high estimate is the P10 quantity derived from
deterministic analysis. This means that there is at least a 10% probability
that, assuming the accumulation is developed, the quantities actually recovered
will equal or exceed the high estimate.
Estimates of the prospective resources in the El Cedro block are set out in the
tables below.
There is no certainty that any portion of the resources will be discovered. If
discovered, there is no certainty that it will be commercially viable to produce
any portion of the resources.
Estimates of the gross pool prospective gas and natural gas liquids (NGL)
resources quantities, as of May 31, 2008, are summarized as follows, expressed
in MMcf and barrels (bbl), respectively:
Low Best High
------------ ------------ ------------
Gross Pool Prospective Gas
Resources (MMcf) 2,090 41,552 302,953
Gross Pool Prospective Natural
Gas Liquid Resources (bbl) 10,450 831,041 12,118,115
Notes:
(1) Recovery efficiency is applied to prospective resources in this table.
(2) Application of any risk factor to prospective resources quantities does
not equate prospective resources with reserves.
(3) Low, Best, and High estimates in this table are P90, P50, and P10,
respectively.
Estimates of the gross participation-interest (49%) prospective gas and NGLs
resources quantities, as of May 31, 2008, are summarized as follows, expressed
in MMcf and barrels (bbl), respectively:
Low Best High
------------ ------------ ------------
Gross Participation Interest
Prospective Gas Resources (MMcf) 1,024 20,361 148,447
Gross Participation Interest
Prospective Natural Gas Liquid
Resources (bbl) 5,121 407,210 5,937,876
Notes:
(1) Recovery efficiency is applied to prospective resources in this table.
(2) Application of any risk factor to prospective resources quantities does
not equate prospective resources with reserves.
(3) Low, Best, and High estimates in this table are P90, P50, and P10,
respectively.
Exploration Program
The following table sets out Amalco's proposed exploration program, following
completion of the Qualifying Transaction and the Amalco Private Placement. All
information contained in the following table was provided by CEE. DeGolyer
reviewed such information and found it to be reasonable.
Future Development Costs - Exploration Program
All costs are expressed in 2008 dollars.
Assuming Assuming
the minimum offering the maximum offering
under the Amalco under the Amalco
Private Placement Private Placement
----------------------- -----------------------
Step Gross Cost Net Cost Gross Cost Net Cost
--------------------------- ----------- ----------- ----------- -----------
EL CEDRO
1. Seismic acquisition and
reprocessing $ 65,000 $ 65,000 $ 65,000 $ 65,000
2. Drill development Well
El Cedro 1(2)
a) Purchase drilling
material $ 400,000 $ 196,000 $ 400,000 $ 196,000
b) Location
preparation $ 30,000 $ 14,700 $ 30,000 $ 14,700
c) Rig move $ 50,000 $ 24,500 $ 50,000 $ 24,500
d) Drilling $ 945,000 $ 463,050 $ 945,000 $ 463,050
3. Drill development Well
El Cedro 2(2)
a) Purchase drilling
material $ 400,000 $ 196,000 $ 400,000 $ 196,000
b) Location
preparation $ 30,000 $ 14,700 $ 30,000 $ 14,700
c) Rig move $ 50,000 $ 24,500 $ 50,000 $ 24,500
d) Drilling $ 945,000 $ 463,050 $ 945,000 $ 463,050
4. Report Compilation $ 50,000 $ 50,000 $ 50,000 $ 50,000
-----------------------------------------------
SUBTOTAL $2,965,000 $1,511,500 $2,965,000 $1,511,500
WARNES FIELD(3)
5. Gathering/Facilities
Expenses
a) Pipeline
Construction - - $1,890,000 $ 945,000
b) Production
Facilities - - $ 400,000 $ 200,000
c) Satellite Screw
Compressor - - $ 275,000 $ 137,500
6. Tie-in Well WRN-X1(4) - - - -
7. Seismic acquisition and
reprocessing - - $ 140,000 $ 70,000
8. Drill development Well
WRN-X3(5)
a) Purchase drilling
material - - $ 600,000 $ 300,000
b) Location preparation - - $ 50,000 $ 25,000
c) Rig move - - $ 50,000 $ 25,000
d) Production line - - $ 200,000 $ 100,000
e) Drilling - - $1,350,000 $ 675,000
-----------------------------------------------
TOTAL $2,965,000 $1,511,500 $7,920,000 $3,989,000
Forecast Forecast
Commencement Completion
Date Date
------------- -----------
Step
----------------------------------------
EL CEDRO
1. Seismic acquisition and reprocessing Note 1 Note 1
2. Drill development Well El Cedro 1(2) Note 1 Note 1
a) Purchase drilling material
b) Location preparation
c) Rig move
d) Drilling
3. Drill development Well El Cedro 2(2) Note 1 Note 1
a) Purchase drilling material
b) Location preparation
c) Rig move
d) Drilling
4. Report Compilation Note 1 Note 1
WARNES FIELD(3)
5. Gathering/Facilities Expenses
a) Pipeline Construction Aug. 1, 2008 Nov. 1, 2008
b) Production Facilities Oct. 29, 2008 Nov. 4, 2008
c) Satellite Screw Compressor Oct. 24, 2008 Oct. 24, 2008
6. Tie-in Well WRN-X1(4) Nov. 5, 2008 Nov. 5, 2008
7. Seismic acquisition and
reprocessing Apr. 1, 2008 Jun. 1, 2008
8. Drill development Well
WRN-X3(5)
a) Purchase drilling material Nov. 6, 2008 Nov. 6, 2008
b) Location preparation Nov. 10, 2008 Nov. 31, 2008
c) Rig move Dec. 1, 2008 Dec. 8, 2008
d) Production line Jan. 18, 2009 Feb. 10, 2009
e) Drilling Dec. 6, 2008 Jan. 17, 2009
Notes:
(1) Pursuant to the Concession Study Agreement, CEE is to provide a report
to YPFB by May 4, 2009, which must include, among other things,
geological, structural, stratigraphic and reserve analysis. As such, CEE
intends to complete this item with sufficient time to prepare its report
to YPFB in accordance with the Concession Study Agreement.
(2) Anticipated drilling depths are 1,000 m (Petaca Reservoir) and 1,900 m
(Carboniferous).
(3) In the event YPFB takes the position that the acquisition of CEE by
Amalco is a "change of control" under the Warnes Operating Contract and
YPFB does not consent to such change of control, then following the
completion of the Proposed Qualifying Transaction, Amalco will
reallocate the funds currently earmarked for its exploration program in
the Warnes Field.
(4) The WRN-X1 well was drilled by a predecessor in interest to CEE and is
currently shut-in.
(5) Anticipated drilling depths are 1,750 m (Petaca Reservoir) and 2,900 m
(Carboniferous).
(6) All timing and capital information was provided by CEE. DeGolyer has
reviewed the cost and timing and found it to be reasonable.
Amalco Private Placement
Amalco intends to complete a private placement of a minimum of 2,000,000 Amalco
Shares and a maximum of 5,000,000 Amalco Shares at a price of $1.00 per Amalco
Share, for aggregate gross proceeds of a minimum of $2,000,000 and a maximum of
$5,000,000, closing immediately after the Amalgamation (the "Amalco Private
Placement"). Insiders of Cold Creek, Gaucho and Amalco may participate in the
Amalco Private Placement. The Amalco Private Placement is anticipated to be a
non-brokered offering on a best efforts basis. Amalco will pay finder's fees of
7% to Canaccord Capital Corporation in respect of any subscription proceeds
raised from subscribers introduced by Canaccord Capital Corporation.
The proceeds of the Amalco Private Placement will be used for financing Amalco's
obligations under the CEE Option Agreement and the Amalgamation Agreement, for
exploring other Latin American oil and gas opportunities and Amalco's
exploration program. Additional amounts have been allocated for costs required
to complete the Amalgamation and for unallocated working capital. There may be
circumstances where for sound business reasons, a reallocation of funds may be
necessary in order for Amalco to achieve its stated business objectives.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with Exchange policies. Thomas Weisel
Partners Canada Inc. (the "Sponsor") has been retained as a Sponsor in
connection with the Qualifying Transaction. The Sponsor will complete necessary
due diligence on Cold Creek, Gaucho and CEE and provide Cold Creek with a
sponsorship report so that Cold Creek may satisfy the sponsorship requirements
of the Exchange.
Escrow Transfer
Subject to Exchange approval, certain holders of Cold Creek Shares will transfer
within escrow an aggregate of 668,034 escrowed Cold Creek Shares to Michael S.
Vandale immediately prior to the Amalgamation for nominal consideration. The
Cold Creek Shares to be transferred within escrow will be exchanged for Amalco
Shares under Amalgamation and thereafter will be held in escrow pursuant to
Exchange policies.
Financial Statements
The following financial information was derived from Gaucho's audited financial
statements for the period from incorporation on April 3, 2007 to December 31,
2007 and unaudited financial statements for the three months ended March 31,
2008.
Selected Financial Information as at March 31, 2008($) December 31, 2007($)
------------------------------------ ------------------ --------------------
ASSETS
Cash and cash equivalents 27,022 124,768
Deposit on acquisition 100,000 100,000
---------------------------------------
Total Assets 127,022 224,768
LIABILITIES AND SHAREHOLDERS'
EQUITY
Accounts payable and accrued
liabilities 113,409 32,710
---------------------------------------
Total Liabilities 113,409 32,710
SHAREHOLDERS' EQUITY
Share capital 1,016,785 766,785
Deficit (1,003,172) (574,727)
---------------------------------------
Total Shareholders' Equity 13,613 192,058
---------------------------------------
Total Liabilities and
Shareholders' Equity 127,022 224,768
From period of
incorporation,
Three Months ended April 3, 2007 to
Selected Financial Information March 31, 2008 December 31, 2007 ($)
---------------------------------- ------------------- ---------------------
REVENUE
Interest income 47 1,940
EXPENSES
General and administrative 428,492 576,667
---------------------------------------
Net Loss and comprehensive loss (428,445) (574,727)
Net loss per share (basic and
diluted)(1) (0.21) (0.53)
The following financial information was derived from CEE's audited financial
statements for the year ended March 31, 2007, 2006 and 2005 and for the nine
months ended December 31, 2007. This information is stated in Bolivian currency,
for which the exchange rate on June 29, 2008 was $CDN1.00 = BOB$7.254 based on a
source that Cold Creek believes to be reliable.
December 31 March 31
--------------- ---------------------------------------
Selected Financial 2007 2007 2006 2005
Information as at (Bolivianos) (Bolivianos) (Bolivianos) (Bolivianos)
------------------ --------------- ------------ ------------- -------------
ASSETS
Cash 964.52 964.52 4,548.59 4,239.67
Accounts receivable 2,339,962.22 2,437,587.75 2,437,587.75 -
Value added tax 456,267.47 255,766.00 253,667.00 6,260.00
Income taxes - - - 28,400.50
--------------------------------------------------------
Total current
Assets 2,797,194.21 2,694,318.27 2,695,803.34 38,900.17
NON-CURRENT ASSETS
--------------------------------------------------------
Total non-current
assets 149,281.64 223,150.60 379,087.86 2,347,154.13
OTHER ASSETS
--------------------------------------------------------
--------------------------------------------------------
Total other assets 14,887,474.50 15,011,600.70 15,161,904.59 13,782,392.30
--------------------------------------------------------
TOTAL ASSETS 17,833,950.35 17,929,069.57 18,236,795.79 16,168,446.60
LIABILITIES
--------------------------------------------------------
Total current
Liabilities 3,866,076.88 48,993.99 47,214.11 242,761.09
NON CURRENT
LIABILITIES
Bank debt 460,200.00 479,400.00 484,200.00 486,000.00
Cooperation fund - - - 56,801.00
Other 36,971.40 38,513.88 37,418.95 36,380.69
Total non-current
liabilities 497,171.40 517,913.88 521,618.95 579,181.69
--------------------------------------------------------
TOTAL LIABILITIES 4,363,248.28 566,907.87 568,833.06 821,942.78
SHAREHOLDERS'
EQUITY
Paid in capital 30,000.00 30,000.00 30,000.00 30,000.00
Adjustment to
shareholder's
equity 1,331,590.24 1,387,145.51 1,401,334.70 1,406,655.65
Contributed
surplus 15,939,090.11 16,604,084.74 16,576,084.74 16,496,649.68
Accumulated results
- prior years (632,672.81) (339,456,71) (156,977.00)(2,437,587.75)
Accumulated results
- current year (3,197,305.47) (319,611.84) (182,479.71) (149,213.76)
--------------------------------------------------------
Total Shareholders'
Equity 13,470,702.07 17,362,161.70 17,667,962.73 15,346,503.82
--------------------------------------------------------
--------------------------------------------------------
TOTAL LIABILITIES
AND SHAREHOLDER'S
EQUITY 17,833,950.35 17,929,069.57 18,236,795.79 16,168,446.60
Note:
(1) This financial information has been prepared in accordance with Bolivian
generally accepted accounting principles.
For the nine
months ended
December 31 For the year ended March 31
------------------- ------------- ----------------------------------------
Selected Financial 2007 2007 2006 2005
Information (Bolivianos) (Bolivianos) (Bolivianos) (Bolivianos)
------------------- ------------- ------------ ------------ ------------
REVENUE
Other income - 130.00 61.00 -
EXPENSES
General and
administrative 3,064,025.79 32,860.14 143,778.13 57,228.82
Other 1,162.87 134,702.42 38,762.58 (377,066.66)
Depreciation 132,116.81 152,179.28 -- 469,051.60
-------------------------------------------------------
Total expenses 3,197,305.47 319,741.84 182,540.71 149,213.76
-------------------------------------------------------
Net loss (3,197,305.47) (319,611.84) (182,479.71) (149,213.76)
Note:
(1) This financial information has been prepared in accordance with Bolivian
generally accepted accounting principles.
Amalco's Proposed Board of Directors and Officers
If all of the matters placed before the Cold Creek shareholder meeting are
approved, and the Amalgamation is completed, the following individuals are
anticipated to be the management and key personnel of Amalco:
Gregory L. Kaiser - President, Chief Executive Officer and Director of Amalco
Mr. Kaiser, is the proposed President, Chief Executive Officer and a director of
Amalco. Mr. Kaiser is the Chief Executive Officer of Gaucho. Mr. Kaiser was
formerly Vice President, Business Development with Pioneer Natural Resources
Canada Inc. from October 1999 to November 2007 culminating with the sale of
Pioneer Natural Resources Canada Inc. to Abu Dhabi National Energy Company.
Prior thereto, Mr. Kaiser co-founded New Century Petroleum Corporation, a
private Hong Kong financed company, and was its Chief Geologist from 1993 to
1999. From 1991 to 1993 Mr. Kaiser worked as a Senior Geologist with Corexcana
Inc., and prior thereto worked as a Geologist with Ryerson Oil and Gas Limited
from 1986 to 1991.
Saeed H. Al Tayer - Director of Amalco
Mr. Saeed H. Al Tayer, has been a director of Al Tayer Group LLC and managing
director of Al Tayer Motors LLC since October 1987. Al Tayer Group LLC is a
family owned business comprising of over 20 companies involved in the
automobile, fashion, jewellery, perfume & cosmetics, publishing, and business &
service industries, including Al Tayer Motors LLC.
Enrique G. Coscio Maldonado - Director of Amalco and President of CEE
Mr. Coscio Maldonado, has been the President of CEE since 1998. Mr. Coscio
Maldonado obtained a civil engineering degree from Universad Mayor de San
Andres, Facultad de Ingenieria (University of Mayor de San Andres, Faculty of
Engineering), La Paz, Bolivia in 1979.
Marcelo D. Guiscardo - Director of Amalco
Mr. Guiscardo, is President of San Antonio, a Buenos Aires-based service
company, which is a Latin American division of Pride International Ltd. (NYSE).
Mr. Guiscardo was President of Pioneer Natural Resources (Argentina) S.A., a
subsidiary of Pioneer Natural Resources Co. (NYSE) from January 2005 to May
2006. Mr. Guiscardo was Vice President of E&P Services for Pride International,
Inc., from March 2000 to January 2005. From November 1993 to September 1999, Mr.
Guiscardo held various senior management positions, including Vice President of
Exploration & Production with YPF Sociedad Anonima (now part of Repsol YPF S.A.
(BMAD), an integrated energy company based in Spain with operations in 29
countries and significant operations in Argentina. Mr. Guiscardo has been a
director of Vantage Energy Services, Inc. (AMEX) since May 2006. Mr. Guiscardo
obtained a Bachelor of Science in Civil Engineering from the Rutgers School of
Engineering, New Jersey in 1979.
Kerry D. Lyons - Director of Amalco
Mr. Lyons, has been a Professional Engineer for 30 years (McGill University,
1977). Mr. Lyons is currently President of Greenfield Resources Ltd., a private
oil and gas exploration company. Mr. Lyons has in excess of 25 years experience
in the oil and gas business, notably as COO of Cimarron Petroleum Ltd. from 1996
to 1997, President, CEO and director or Richland Petroleum Corporation (TSX)
from 1999 to 2001, President, CEO and director of Terraquest Energy Corporation
(TSX) from 2002 to 2004 and a director of its successor Masters Energy Inc.
(TSX) from 2004 to the present.
Michael J. Miller - Director of Amalco and Officer of CEE
Mr. Miller, is the President of Safety Boss Ltd., a company providing specialty
well control and fire-fighting related services. Mr. Miller was the Chief
Executive Officer, Chairman and a director of HSE Integrated Ltd. (a company
traded on the TSX) from January 2006 to June 2006. Mr. Miller was a director of
Centurion Energy International Inc. (listed on the TSX until it was acquired in
early 2007) from August 1986 to August, 2006.
Michael S. Vandale - Chairman and Director of Amalco and Officer of CEE
Mr. Vandale, is the President and a director of Gaucho and is a director of Cold
Creek. Mr. Vandale has been Chairman and a director of Patch International Inc.
(OTCBB) since May 2006. Mr. Vandale was the Chairman and a director of Arsenal
Energy Inc., a public corporation listed on the TSX and Frankfurt Stock
Exchange, from January 2001 to May 2008. Mr. Vandale was the President and Chief
Executive Officer of Arsenal Energy Inc. from January 2001 to April 2006. He was
President of Sundance Resources Inc. listed on the TSXV, and was a director of
its successor company, True Energy Inc. listed on the Toronto Stock Exchange
until the fall of 2002 when he started Arsenal Energy Inc. From 1997 to 1999,
Mr. Vandale was a director and major shareholder of Mutual Fund Direct Inc.
until it was sold to Altamira Investment Services Inc. Mr. Vandale is a founding
shareholder and a director of Sahara Energy Ltd., (formerly Battleford Capital
Inc.) listed on the TSXV. Mr. Vandale has more than 25 years experience in
upstream oil and gas exploration and midstream operations in Canada, the United
States and South America.
Marek R. Wronski - Chief Financial Officer of Amalco
Mr. Wronski, is the proposed Chief Financial Officer of Amalco. Mr. Wronski,
obtained a Bachelor of Administration from the University of Poznan, Poznan,
Poland in 1986. Mr. Wronski was an accounting coordinator with Kilowatts Design
Company Inc. from January 2006 to March 2008. Mr. Wronski was an Enterprise
Resources Planning Team accountant at Syntech EFX from October 2004 to December
2005. Mr. Wronski was a financial accountant with Arctic Construction
International from May 2003 to September 2004.
Donald B. Edwards - Corporate Secretary of Amalco
Donald B. Edwards, is a partner with the law firm of Borden Ladner Gervais LLP
in Calgary, Alberta and practices in the areas of securities, corporate finance,
commercial transactions, natural resources and mergers and acquisitions. Mr.
Edwards has practiced in the area of securities, corporate finance and venture
capital matters since 1990 and has acted for a broad range of domestic and
foreign issuers, investment banks and securities dealers, with a particular
emphasis in venture capital and mergers and acquisitions, both domestic and
cross border transactions. Mr. Edwards is a member of the Law Society of Alberta
and the Canadian Bar Association.
Deadline to Complete Qualifying Transaction
The Cold Creek Shares were listed on the Exchange on July 14, 2006. Cold Creek,
being classified as a Capital Pool Company (under Exchange policies) is required
to complete a qualifying transaction within 24 months of its date of listing, in
accordance with Exchange Policy 2.4.
Failure to complete a qualifying transaction by the 24-month anniversary date of
July 14, 2008 has resulted in Cold Creek's trading status being suspended in
accordance with Exchange Policy 2.4. Cold Creek's trading status will remain
suspended until Cold Creek completes a qualifying transaction or transfers to
NEX. If Cold Creek does not complete a qualifying transaction or transfer to NEX
by October 14, 2008 then Cold Creek will be delisted.
Trading of the Cold Creek Shares remains suspended pending receipt and review by
the Exchange of acceptable documentation regarding the proposed Qualifying
Transaction. The proposed Qualifying Transaction has not been approved by the
Exchange and remains subject to Exchange Approval.
It should not be assumed that the estimated future net cash flow shown below is
representative of the fair market value of CEE's concession interests. There is
no assurance that such price and cost assumptions will be attained and variances
could be material. The recovery and reserve estimates of crude oil, NGLs and
natural gas reserves provided herein are estimates only and there is no
guarantee that the estimated reserves will be recovered. Actual crude oil, NGLs
and natural gas reserves may be greater than or less than the estimates provided
herein.
Disclosure provided herein in respect of BOEs may be misleading, particularly if
used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and Majority of the Minority Approval.
Where applicable, 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.
CEE must apply for the consent of YPFB in accordance with the terms of the
Warnes Operating Contract, as the transfer of the Warnes Field cannot occur
until the required consent is received from YPFB. There can be no assurance that
the YPFB consent will be received as proposed or at all.
Investors are cautioned that, except as disclosed in the management information
circular or filing statement 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
a capital pool company should be considered highly speculative.
Thomas Weisel Partners Canada Inc., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.
Certain statements in this material may be "forward-looking statements"
including outlook on oil and gas prices, estimates of future production,
estimated completion dates of acquisitions and construction and development
projects, business plans for drilling and exploration, estimated amount and
timing of capital expenditures and anticipated future debt levels and royalty
rates. Information concerning reserves contained in this material may also be
deemed forward-looking statements as such estimates involve the implied
assessment that the resources described can be profitably produced in the
future. These statements are based on current expectations, estimates and
projections that involve a number of risks and uncertainties, which could cause
actual results to differ from those anticipated by the Corporation
The TSX Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release.
Cold Creek Capital (TSXV:CCC.P)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Cold Creek Capital (TSXV:CCC.P)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
