Orion Oil & Gas Corporation (formerly Wintraysan Capital Corp.) Announces Closing of RTO and Corollary Matters

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CALGARY, ALBERTA--(Marketwire - Jan. 8, 2010) -

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Orion Oil & Gas Corporation - OIP (formerly Wintraysan Capital Corp., TSX-V:WTS.P) (the "Corporation") is pleased to announce the completion of the Name Change and Consolidation (as defined below) and its previously announced "Qualifying Transaction" (the "Qualifying Transaction"), as such term is defined in the policies of the TSX Venture Exchange (the "TSX-V"), involving the acquisition (the "Acquisition") of all of the issued and outstanding securities of Orion Oil & Gas Ltd. ("Orion") and certain other corollary transactions. Further, the Corporation announces that the listing of its common shares ("Common Shares") on the Toronto Stock Exchange ("TSX") is expected to occur Monday, January 11, 2010. Finally, the Corporation is pleased to announce that its wholly-owned subsidiary, Orion Oil & Gas (North America) Ltd. ("Orion N.A.") has completed a new $50 million banking facility. Information relating to the Qualifying Transaction was disclosed in the filing statement of the Corporation filed on SEDAR on January 6, 2010. To view this information, readers are directed to the Corporation's SEDAR profile at www.sedar.com.

The Qualifying Transaction

Consolidation and Name Change

In connection with the Qualifying Transaction, the Corporation effected a consolidation (the "Consolidation") of its Common Shares on the basis of one (1) new Common Share (a "Post-Consolidation Share") for each two (2) existing Common Shares. In addition, the Corporation changed its name from "Wintraysan Capital Corp." to "Orion Oil & Gas Corporation" (the "Name Change"), to more appropriately reflect its going-forward business and operations.

Acquisition of All of the Issued and Outstanding Shares of Orion Oil & Gas Ltd.

The Corporation is pleased to announce that effective January 8, 2010 and pursuant to the terms of an amalgamation dated November 26, 2009 (the "Amalgamation Agreement"), the Corporation completed the Acquisition, which was negotiated at arm's length, by acquiring Orion by way of a three-cornered amalgamation pursuant to the corporate laws of Alberta. As previously publicly announced, Orion was a private corporation incorporated under the laws of the Alberta, engaged in the exploration for and development of oil and natural gas interests located in Alberta.

Pursuant to the Acquisition, the Corporation incorporated a wholly-owned subsidiary and effective January 8, 2010, such wholly-owned subsidiary and Orion amalgamated and continued as one corporation with the surviving name "Orion Oil & Gas Inc.". In connection with the Acquisition, the holders of Orion common shares received one (1) Post-Consolidation Share for each one (1) Orion Common Share ("Orion Share") held prior to the Acquisition. In addition, a total of 10,927,000 new options and 20,245,873 new warrants exercisable into Post-Consolidation Shares were issued in connection with the Acquisition.

As a result, there are currently 290,521,766 Post-Consolidation Shares and 11,027,000 options and 20,295,873 warrants issued and outstanding in the capital of the Corporation and former holders of Orion Shares own approximately 99.6% of the issued and outstanding Post-Consolidation Shares on a non-diluted basis.

The Corporation will continue to carry out the business of Orion as currently constituted, a brief summary of which is set out in this press release under the heading "Summary Information Relating to Orion".

Reconstitution of Board of Directors and New Officers

In connection with the Acquisition, the board of directors of the Corporation has been reconstituted and a change in management has occurred. The following is a brief description of each of the Corporation's new executive officers and directors:

Gary Guidry - President, Chief Executive Officer and Director

Mr. Guidry has a Bachelor of Science Degree (Petroleum Engineering) from Texas A&M University. He has over 30 years of experience operating international oil and gas assets and most recently served as Chief Executive Officer of Tanganyika Oil Company Ltd., which under Mr. Guidry's leadership between May 2005 and December 2008, grew production to approximately 25,000 bbl/d with share price increasing from $6.50 to $31.50 per share at the time of its sale to Sinopec International Petroleum Exploration and Production Corporation in December 2008 for over $2.0 billion. Prior to this, Mr. Guidry held positions including President and Chief Executive Officer of Calpine Natural Gas Trust, President and Senior Vice-President of AEC International and various senior management positions with Canadian Occidental Petroleum and Occidental Petroleum Ltd.

Paul Dimitriadis - Director

Mr. Dimitriadis holds a Bachelor of Arts degree from Concordia University and a Bachelor of Law degree from the University of British Columbia. Mr. Dimitriadis is currently the Chief Operating Officer and General Counsel of Sprott Resource Corp. and serves on the board of directors of each of its investee companies. He was previously legal counsel for Sprott Consulting L.P. and its predecessor Sprott Consulting Ltd. and prior thereto, practiced law with the firm of Blake, Cassels and Graydon LLP.

Robert B. Hodgins - Director

Mr. Hodgins holds a Bachelor of Arts degree in Business from the Richard Ivey School of Business at the University of Western Ontario, and a Chartered Accountant designation. He is currently an independent businessman with over twenty-seven years of oil and gas industry experience. Most recently he was the Chief Financial Officer of Pengrowth Energy Trust from 2002 through 2004. Previously, he held positions as Vice-President and Treasurer of Canadian Pacific Limited and Chief Financial Officer of TransCanada Pipelines Limited. He is currently a director of several public companies, including Fairborne Energy Ltd., AltaGas Income Trust, EnerPlus Resources Fund, Enerflex Systems Income Fund and MGM Energy Corp.

Kent Jespersen - Chairman and Director

Mr. Jespersen holds the degrees of Bachelor of Science in Education and Master of Science in Education, both from the University of Oregon. Mr. Jespersen is currently the Chief Executive Officer of La Jolla Resources International Ltd. and has held that position since 1998. Previously he held senior executive positions with NOVA Corp., Foothills Pipe Lines Ltd. and Husky Oil Limited. He is currently the Chairman and a director of Orvana Minerals Ltd. and CCR Technologies Ltd. and a director of TransAlta Corp., Seven Generations Energy Corp., Matrikon Inc., Axia NetMedia Corporation and CanElson Drilling Ltd.

Roger Thomas - (Proposed) Director

Mr. Thomas has over thirty years of experience in the oil and gas industry, including a 29 year career with Nexen Inc. where he most recently served as Executive Vice President, North America from November 2007 until his retirement on June 30, 2009. Previously he was Sr. VP Canadian Oil & Gas at Nexen Inc. from February 1999 to November 2007. Mr. Thomas attended both the University of Toronto and York University and holds a Bachelor of Arts degree in Economics/History. He is also a graduate of the Executive Program at the University of Michigan and is an honorary member of APEGGA. He is currently a director of Flint Energy Services Ltd.

Douglas Allen - Chief Financial Officer

Mr. Allen has a B.A. (First Class Honours) in Economics and Mathematics from Bishop's University and an M.A. in Economics and Finance from the University of Calgary. His most recent executive position was as Senior Vice-President, Finance and Chief Financial Officer of North American Oil Sands Corporation, which was sold to Statoil ASA for $2.2 billion in 2007. Since the sale, Mr. Allen has been the principal of his own consulting firm, Crux Financial Ltd. specializing in providing advice on corporate finance, strategy, and financial risk management. From 2000 to 2005, Mr. Allen was a Vice President and Director at TD Securities Ltd. advising TD's resource sector clients on financial risk management. Previously, he was the Managing Director and Energy Sector Head for Citibank Canada (1987-2000) and Senior Manager, Energy Project Finance for the Royal Bank of Canada (1980-1987). He has over thirty years of experience in corporate finance and oil and gas industry executive roles.

Trevor Peters - Vice President, Business Development

Mr. Peters has a Bachelor of Mathematics (Honours, Co-op) from the University of Waterloo. His most recent position was Manager, Corporate Planning at North American Oil Sands Corporation (2006-2007). After the sale of North American Oil Sands, Mr. Peters was President of his own consulting firm, Tritonia Holdings Ltd., which provided business development, corporate planning and strategic advice to junior and intermediate oil and gas companies. Prior to North American Oil Sands, he was Senior Analyst at TSC Company Ltd. (2004-2006), Analyst at Lightyear Capital Inc. (2002-2004) and Trading Assistant and Risk Analyst at TD Securities Inc. (1999-2002).

John Ladd - Vice President, South American Operations

Mr. Ladd is Vice President, South American Operations of Orion. Mr. Ladd has a degree in Petroleum Engineering from the Colorado School of Mines. Most recently, he was President of ITS Engineering Systems. Previously, Mr. Ladd was Vice President, Latin America for Weatherford Completion Systems. In past he has held senior positions with Occidental Petroleum Ltd. in Colombia, Argentina and Peru. Mr. Ladd has over twenty-five years of experience in developing and operating international oil and gas assets primarily in South America.

Lawrence West - Vice President, North America Operations

Mr. West has a degree in Geology. After twenty years in large company environments with Imperial Oil and Alberta Energy Company, Mr. West made the transition to working with small private and emerging energy companies in 1998. Most recently, he was the Vice President of Geo-Science at Auriga Energy Inc., now Orion N.A., and a co-founder of that company. He is currently President of Orion N.A.

New Credit Facility

Orion is pleased to announce that Orion N.A. recently completed a new $50 million bank facility (the "Facility"). The Facility consists of revolving credit facilities from The Toronto-Dominion Bank and such other financial institutions that may become lenders under the Facility totaling $50 million for an initial term of one (1) year ending on December 8, 2010. Orion has the opportunity to extend the availability of the Facility for additional terms of no more than 364 days at any time upon the consent of the lenders. Should the Facility not be extended either upon the request of Orion or based upon the requisite consent of the lenders, Orion shall be required to repay all amounts outstanding by the last day of the then existing revolving period.

Listing of Common Shares on TSX and De-Listing from TSX-V

In connection with the completion of the Qualifying Transaction and effective at the open of trading on January 11, 2010, the Common Shares, which previously traded on the TSX-V under the stock trading symbol "WTS.P", will be listed on the TSX (the "TSX Listing") under the stock trading symbol "OIP". The Common Shares will be de-listed from trading on the TSX-V at the opening of trading on January 11, 2010, to facilitate the TSX Listing.

Summary Information Relating to Orion

Orion through its wholly-owned subsidiary Orion N.A., is engaged in the exploration for and development of oil and natural gas interests located primarily in the Kaybob, Redwater and Bigstone areas of Alberta. Orion N.A's current production is 2,650 boe/d, which is comprised of approximately 45% light oil and natural gas liquids and 55% natural gas. At its Kaybob property, a natural gas condensate field, Orion N.A. has a 91% working interest in 25,600 gross acres. Orion N.A. has drilled 7 wells at Kaybob, with a 100% success rate. At its Redwater property, a light oil field, Orion N.A. has mainly 100% working interest in 8,786 gross acres. Orion N.A. has drilled 13 wells at Redwater, with a 100% success rate. At its Bigstone property, a natural gas field, Orion N.A. has 100% working interest in 1,920 acres. Orion N.A. has drilled 3 wells at Bigstone with a 100% success rate. Orion N.A. is operator at its Kaybob, Redwater and Bigstone properties. Orion N.A. has sufficient capital to fully fund the development of its properties.

FORWARD LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements relating to expectations regarding capital required to develop the Corporation's properties, the de-listing of the Common Shares on the TSXV and the corresponding listing on the TSX. Although the Corporation believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. These factors and assumptions are based upon currently available information to the Corporation. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Orion or their respective financial or operating results or (as applicable), their securities.

MEANING OF BOE: When used in this press release, boe means a barrel of oil equivalent on the basis of 1 boe to 6 thousand cubic feet of natural gas. Boe/d means a barrel of oil equivalent per day. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 1 boe for 6 thousand cubic feet of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

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