Attached files
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| 8-K - AMERICAN EAGLE ENERGY Corp | v176591_8k.htm |
| EX-10.26 - AMERICAN EAGLE ENERGY Corp | v176591_ex10-26.htm |
Eternal
Energy Corp. Announces Proposed Acquisition by Ryland Oil
Corporation
Littleton,
Colorado; November 25, 2009 – Eternal Energy Corp. (OTCBB:EERG; “Eternal”, or
the “Company”) announced today that it has entered into a letter agreement with
Ryland Oil Corporation (TSX Venture Exchange: RYD.v)(“Ryland”) under which
Ryland intends to acquire all of the issued and outstanding shares of common
stock of Eternal for consideration of 0.352 of one Ryland share for each Eternal
share. The acquisition will be completed by way of a plan of arrangement, as
defined by Canadian statutes.
Ryland is
a Canadian oil and gas company which, through its wholly-owned subsidiary,
Pebble Petroleum Inc. (“Pebble”), owns a significant amount of leasehold acreage
located in southeastern Saskatchewan, Canada, on which Eternal owns a 5% gross
overriding royalty interest. In addition, Eternal and Rover
Resources, Inc. (“Rover”), another of Ryland’s wholly-owned subsidiaries, are
joint interest partners in approximately 35,000 leasehold acres located in North
Dakota and Montana, in which Rover owns a 90% working interest and Eternal owns
a 10% working interest. Ryland and Eternal, together with a third
party, are also joint venture partners in the Paradox Basin prospect in Colorado
and Utah.
The
Company currently has approximately 50,550,000 shares of common stock
outstanding on a fully diluted basis. Upon closing of the proposed
transaction, Eternal stockholders will receive approximately 17.8 million Ryland
shares valued by Ryland at $0.36 per share (CDN). Accordingly, the
estimated total consideration to be received by Eternal shareholders would be
approximately $6.0 million USD ($6.4 million CDN).
The
arrangement is subject to the approval of the shareholders of both Eternal and
Ryland, as well as court approval. The arrangement is also subject to Canadian
and U.S. regulatory approvals and the satisfaction of other conditions that are
typical for transactions of a similar nature. The arrangement is also
conditional upon Ryland completing a financing to satisfy its trade
payables.
“We are
pleased to announce our pending arrangement with Ryland Oil Corporation”, stated
Brad Colby, the Company’s President and CEO. “We believe that the
combination of Eternal’s override position and Ryland’s working interests
provides a strong basis for delivering future value to our combined
shareholders. We look forward to working with Ryland to consummate
this transaction as soon as possible.”
About
Eternal Energy Corp.:
Eternal
Energy Corp. is an oil and gas company engaged in the exploration of petroleum
and natural gas. The company was incorporated in Nevada on July 25,
2003 to engage in the acquisition, exploration, and development of natural
resource properties.
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor”' for
forward-looking statements. Certain information included in this
press release contains statements that are forward-looking, such as statements
relating to the future anticipated direction of the industry, plans for future
expansion, various business development activities, planned capital
expenditures, future funding sources, anticipated sales growth, potential
contracts, and/or aspects of litigation. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future, and, accordingly, such results may
differ from those expressed in any forward-looking statements made by, or on
behalf of, Eternal Energy Corp. These risks and uncertainties
include, but are not limited to, those relating to development and expansion
activities, dependence on existing management, financing activities, and
domestic and global economic conditions.
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CONTACT:
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Kirk
Stingley
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Chief
Financial Officer
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Eternal
Energy Corp.
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303-798-5235
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