Announces Name Change to Voyager Oil & Gas, Inc.
Acquisition of Montana Oil and Gas Firm
BILLINGS, MONTANA April 19,
2010 ante4, Inc. (OTCBB: ANTF.OB) today announced that it has changed
its name to Voyager Oil and Gas, Inc. (Voyager) and completed the
acquisition of a private oil and gas exploration and production company targeting
the Bakken and Three Forks Formations in North Dakota (referred to herein as
the target company).
On April 16, 2010,
Voyager entered into an Agreement and Plan of Merger (the Merger Agreement)
pursuant to which its wholly-owned subsidiary merged with and into the
privately-held Nevada corporation, with the Nevada corporation being the
surviving entity in the transaction (the Merger). The Merger was approved by all of the target
company stockholders, and all such stockholders waived their dissenters rights
in connection with the Merger. The
Merger was effective on April 16, 2010.
About Voyager Oil & Gas
Voyager is an exploration
and production company headquartered in Billings, Montana focusing on acquiring
acreage in prospective natural resource plays across the Williston Basin of the
United States. Voyager currently
controls approximately 98,000 net acres in the following four primary prospect
· 6,200 net acres
targeting the Bakken formation in North Dakota, with an additional 8,000 net
acres under contract targeting the Bakken formation in Montana and North
· 640 net acres
targeting the Red River formation in Montana;
· 33,500 net acres in
a joint venture targeting the Heath Shale formation in Musselshell, Petroleum,
Garfield and Fergus Counties of Montana; and
· 50,000 net acres in
a joint venture in the Tiger Ridge gas field in Blaine, Hill and Chouteau
Counties of Montana.
the merger, Voyager intends to be committed to low overhead and minimal staff. Mr. J.R.
Reger has agreed to serve as Chief Executive Officer, Secretary and director
without cash compensation through December 31, 2011. Voyager expects to devote substantially all
of the capital of the combined company to oil and gas investments.
Bakken Oil Formation
Voyager expects to focus
its land acquisition and drilling activities primarily on opportunities
targeting the Bakken Formation in North Dakota.
The Bakken Formation is one of the most prolific unconventional oil
prospects in the continental United States.
This year Voyager intends to commit approximately $20 million to the
acquisition and development drilling of Bakken wells in the core area of
production in Williams and Mountrail Counties of North Dakota. Voyager expects to participate in the
drilling of up to 10 gross Bakken wells in 2010.
Tiger Ridge Gas Prospect
The Tiger Ridge area is a
large gas field located in north-central Montana. Exploration for natural gas in the Tiger
Ridge field dates back to the 1960s, and has resulted in significant
discoveries of both natural gas and oil.
Natural gas production continues in the Tiger Ridge field today and
Voyager believes new opportunities still exist to exploit hydrocarbons in the
area as a result of advanced technology in drilling and completion as well as
seismic and geologic evaluation techniques.
Voyager maintains a joint venture pursuant to which Voyager has acquired
and expects to develop its acreage in the Tiger Ridge field.
Shale Oil Formation
The Heath Shale Formation
in Petroleum County, Montana is a shale formation characterized by high oil
content, porosity and significant fracturing.
Voyager maintains a joint venture pursuant to which Voyager has acquired
and expects to develop its acreage in the Heath. The companys position consists of 33,500 net
Merger Agreement obligated Voyager to deliver $28 million of cash or cash
equivalents to the combined company upon closing of the Merger. The target companys stockholders received 0.86836131
of one share of common stock for each target company share held as of the
effective time of the Merger, rounded up to the nearest share. Holders of outstanding target company
warrants received warrants to purchase 0.86836131 of one share of Voyager
common stock for each warrant to purchase one share of the target companys
common stock, which warrants are exercisable for $0.98 per share. In connection with the transaction, Voyager
issued an aggregate of 21,761,299 shares of its common stock to the target
companys stockholders (including 468,916 restricted common shares subject to
restricted stock agreements) and warrants to purchase an aggregate of 4,689,153
shares of Voyager common stock to the target companys stockholders warrant
Steven Lipscomb, Bradley
Berman and Lyle Berman will continue as directors of Voyager following the
Merger, and Ray Moberg, Joseph Carson, Jr., Mimi Rogers and Michael
Beindorff each resigned their position as Voyager directors immediately prior
to consummation of the Merger. All
officers of Voyager also resigned their positions prior to consummation of the
Merger, and James Russell (J.R.) Reger was appointed Chief Executive Officer,
Secretary and a Director and Mitchell Thompson was appointed Chief Financial
Officer and Treasurer upon completion of the Merger. Terry Harris, Myrna McLeroy, Joseph Lahti and
Loren J. OToole, Jr. were also appointed to Voyagers board of directors
immediately prior to consummation of the Merger.
was born and raised
in Billings, Montana and is the fourth generation in a family of oil and gas
explorers and developers dating back more than 60 years. Mr. Regers great grandfather, John
Jones, was Vice President/Land for Mobil Oils Rocky Mountain operations. His
grandfather, Jim Reger, co-founded the exploration firm of Norsworthy &
Reger. Prior to accepting the position
as CEO of Voyager, Mr. Reger was the President of South Fork Exploration,
a mineral leasing company in Billings, Montana with experience and interests in
Montana and North Dakota. Mr. Reger
holds a B.A. in Finance from Baylor University in Waco, Texas.
J.R. Reger, Chief
Executive Officer commented: With our strong liquidity position consisting of
over $28 million in cash and no debt we are well armed to aggressively expand
our acreage position, fund our rapidly accelerating Bakken drilling program,
and opportunistically pursue acquisition opportunities in the Williston Basin. Board chairman Lyle Berman added J.R. Reger
and the Reger family have a strong and established record of success in this
market, in particular, North Dakota. We
look forward to a bright future that will create value for our
stockholders. J.R. Reger continued, We
plan to run Voyager as a very lean organization with virtually no cash burn and
significantly all of our liquidity being deployed to high rate of return
projects such as drilling in the core area of the Bakken. We are excited to be able to provide our
shareholders with a liquid security and drastically increase our ability to
access the capital markets. We would
like to thank ante4s board of directors for the confidence they have shown in
us by their $28 million acquisition investment and we look forward to using
this capital to continue to expand our high quality acreage and drilling
This press release contains forward-looking statements regarding
future events and our future results that are subject to the safe harbors
created under the Securities Act of 1933 (the Securities Act) and the
Securities Exchange Act of 1934 (the Exchange Act). All statements other than statements of historical
facts included in this report regarding our financial position, business
strategy, plans and objectives of management for future operations and industry
conditions are forward-looking statements.
When used in this report, forward-looking statements are generally
accompanied by terms or phrases such as estimate, project, predict, believe,
expect, anticipate, target, plan, intend, seek, goal, will, should,
may or other words and similar expressions that convey the uncertainty of
future events or outcomes. Items
contemplating or making assumptions about actual or potential future sales, acquisitions,
market size, collaborations, and trends or operating results also constitute
such forward-looking statements.
Forward-looking statements involve inherent
risks and uncertainties, and important factors (many of which are beyond our
companys control) could cause actual results to differ materially from those
set forth in the forward-looking statements, including the following: general
economic or industry conditions, nationally and/or in the communities in which
our company conducts business, fluctuations in commodities prices, particularly
oil and natural gas, competition in obtaining rights to explore oil and gas
reserves, the accuracy of managements estimates of oil and natural gas
reserves changes in the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, our ability to raise
capital and manage growth, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or terrorism, other
economic, competitive, governmental, regulatory and technical factors affecting
our companys operations, products, services and prices.
We have based these
forward-looking statements on our current expectations and assumptions about
future events. While our management
considers these expectations and assumptions to be reasonable, they are
inherently subject to