Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K ADVENTURE ENERGY - Sylios Corp | form8k.htm |
| EX-99.1 (B) - NOTICE OF SPECIAL MEETING OF SHAREHOLDERS - Sylios Corp | ex991b.htm |
Exhibit
99.1(a)
Adventure
Energy, Inc. to Acquire Wilon Resources, Inc. in Stock Related
Transaction
Parent
Company Name Change to US Natural Gas Corp
Mar. 1,
2010 (PR Newswire) --
ST.
PETERSBURG, Fla., March 1 /PRNewswire-FirstCall/ -- Adventure Energy, Inc. (OTC
Bulletin Board: ADVE), an energy exploration company with operations in the
Appalachian Basin, is pleased to announce the Board of Directors for both
companies have agreed on terms for an acquisition of Wilon Resources, Inc. (Pink
Sheets: WLON) by Adventure Energy, Inc. The newly acquired company will remain a
wholly owned subsidiary of the parent company.
Under the
terms of the Proposal, each shareholder of Wilon Resources, Inc. will receive
one share of common stock of Adventure Energy, Inc. plus one warrant to purchase
and additional share of common stock for each share of Wilon Resources, Inc.
held. The warrants are exercisable for five years at a price of $0.25. Adventure
Energy, Inc. has agreed to file a Registration Statement within 60 days post
closing to register the shares issued in this transaction.
Wilon
Resources, Inc. currently maintains 12,000 acres of mineral rights leases in
Wayne County, West Virginia, 115 natural gas wells under bond of which 65 were
in production prior to the Company's shut-in during 2005, and 5 oil wells. A
2006 Reserves Report prepared by an independent Geologist estimated Wilon's
reserves between 20-40 BCF. The combined entities will have approximately 17,000
acres of mineral rights leases in the states of Kentucky and West Virginia, 115
natural gas wells, and 30 oil wells.
Effective
with the transaction, Adventure Energy, Inc. will complete a name change to US
Natural Gas Corp. Wilon Resources, Inc., the new subsidiary, will simultaneously
complete a name change to US Natural Gas Corp WV. A shareholder meeting has been
set for March 19, 2010 at the corporate headquarters of Adventure Energy, Inc.
to vote on the proposed acquisition. Shareholders of record at the close of
February 25, 2010, for both companies, will receive ballots in the coming
days.
"The
completion of this long sought acquisition allows the Company to leverage the
strength of our experienced management team and valuable relationships and to
use these assets in the lucrative new areas of resource exploration and
production for the maximum benefit of our shareholders," said Wayne Anderson,
President of Adventure Energy, Inc. "The acquisition provides us substantial
opportunities going forward. We anticipate that this will be the first of
several synergistic acquisition announcements forthcoming."
About
Adventure Energy, Inc.
Adventure
Energy, Inc. is an independent energy company principally engaged in the
acquisition, exploration and development of mature long-lived oil and natural
gas properties. The company's current operations are concentrated in the
Appalachian Basin within the states of Kentucky and West Virginia.
Safe
Harbor Statement Matters discussed in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. When used in this press release, the words "anticipate," "believe,"
"estimate," "may," "intend," "expect" and similar expressions identify such
forward-looking statements. Actual results, performance or achievements could
differ materially from those contemplated, expressed or implied by the
forward-looking statements contained herein, and while expected, there is no
guarantee that we will attain the aforementioned anticipated developmental
milestones. These forward-looking statements are based largely on the
expectations of the Company and are subject to a number of risks and
uncertainties. These include, but are not limited to, risks and uncertainties
associated with: the impact of economic, competitive and other factors affecting
the Company and its operations, markets, product, and distributor performance,
the impact on the national and local economies resulting from terrorist actions,
and U.S. actions subsequently; and other factors detailed in reports filed by
the Company. Additional risks and uncertainties are set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 2008.
SOURCE
Adventure Energy, Inc.
Source:
PR Newswire (March 1, 2010 - 8:31 AM EST)
News by
QuoteMedia