Wrangler West Capital Corp. (TSX-WWP) - Letter Agreement Signed

With  
Kerr Energy Limited  
  CALGARY, Sept. 13 /CNW/ - Wrangler West Capital Corp. (TSX: WWP) 
("Wrangler" or the "Corporation"), a capital pool corporation, is pleased to 
announce that it has entered into a letter agreement dated September 12, 2002 
with Kerr Energy Limited ("Kerr"), a private Alberta based petroleum and 
natural gas company, to acquire all of the issued and outstanding shares of 
Kerr. Pursuant to the proposed transaction, the holders of common shares of 
Kerr would receive their respective pro rata (based on their holdings of 
common shares of Kerr) of one common share of Wrangler for each $0.40 of 
appraised value of Kerr. Management of Kerr's preliminary estimate of the 
appraised value of Kerr is in the range of $7 to $10 million and as a result, 
between 18.5 and 25 million common shares would be issuable pursuant to the 
proposed transaction. Sproule Associates Limited ("Sproule") is in the process 
of completing a reserve report for Kerr.  
The transaction will be completed by way of a share-exchange take-over 
bid by Wrangler for the issued and outstanding shares of Kerr. The transaction 
is a Related Party Transaction as defined in the TSX Venture Exchange Policy 
1.1.  
The purchase price was based on negotiations between the Corporation and 
Kerr, approved by an independent committee of the board of directors of the 
Corporation, and will be based on an assessment of an independent engineering 
report. The Kerr appraised value will be equal to:  


      (a) the net present value before tax discounted at 15% of the proved oil 
        and gas reserves of Kerr at August 31, 2002 as estimated by Sproule 
        based upon the lesser of product price and cost profiles of Sproule 
        at such date and the constant dollar case at such date; plus 
      (b) one-half of the net present value before tax discounted at 15% of the 
        probable oil and gas reserves of Kerr at August 31, 2002 as estimated 
        by Sproule based upon the lesser of product price and cost profiles 
        of Sproule at such date and the constant dollar case at such date; 
        plus 
      (c) the cost to Kerr, as recorded on its books, of undeveloped land of 
        Kerr at August 31, 2002; plus 
      (d) the working capital of Kerr at August 31, 2002 determined in 
        accordance with generally accepted accounting principles. 


  Kerr was incorporated under the laws of Alberta on September 11, 2000. 
Kerr is a petroleum and natural gas company operating in southern Alberta. 
Kerr is active in oil and gas exploration and holds various interests in oil 
and gas producing properties in southern Alberta, which currently produce 275 
barrels of oil per day. The company has no long-term debt, has approximately 
$1 million in working capital and a credit facility of $1.5 million with the 
Bank of Montreal available to fund ongoing activities. Upon the completion of 
the proposed transaction, the business of Kerr will constitute all of the 
operations of the Corporation such that the Corporation will continue to be 
involved in the petroleum and natural gas industry.  
Based on internally prepared unaudited financial statements of Kerr, as 
at March 31, 2002 and December 31, 2001, Kerr had total assets of $3.8 million 
and $4.8 million respectively. For the period ended March 31, 2002, Kerr had 
revenues of $573,268, net income of $176,407 and retained earnings of $1,907. 
For the year ended December 31, 2001, Kerr had revenues of $318,476, net loss 
of $155,897 and a deficit of $174,500.  
Steven F. Johnson, Calgary, Alberta and James B. Howe, Bragg Creek, 
Alberta are directors of both Wrangler and Kerr and as a result, are 
considered principal Sellers of Kerr pursuant to TSX Venture Exchange Policy 
2.4. In addition, Steven Johnson, William Kerr, James Howe and Tom Wood each 
beneficially own over 10% of the issued and outstanding common shares of Kerr.  
Richard Charron, President, Chief Executive Officer and Chief Financial 
Officer and a Director of the Corporation is expected to resign on closing of 
the transaction. William Kerr, JoAnne Dorval-Dronyk and Steven Johnson will be 
the President and Chief Executive Officer, the Chief Financial Officer and the 
Chairman of the Corporation respectively following completion of the 
transaction. Christopher Nixon will be added to the board of the Corporation 
on closing of the transaction. The following is a brief outline of the 
backgrounds of the officers, directors and insiders of the Corporation 
following completion of the transaction.  
  William E. Kerr, President and Chief Executive Officer  
  Mr. Kerr is currently the President, Chief Executive Officer and founder 
of Kerr. From 1996 to 2000, he was Vice-President, Engineering and Operations 
and a Director of Big Sky Resources, a private oil and gas company. Mr. Kerr 
has over 24 years experience as a petroleum engineer in the oil and gas 
industry.  
Mr. Kerr obtained a Bachelor of Science in Petroleum Engineering from the 
University of Wyoming in 1978.  
  JoAnne Dorval-Dronyk, Chief Financial Officer  
  Ms. Dorval-Dronyk is currently the Chief Financial Officer of Replay 
Resources Limited, a private oil and gas company and the Chief Financial 
Officer of Nu-Sky Energy Inc., a public oil and gas company listed on the 
Toronto Stock Exchange. From 1998 to 2001, she was the Chief Financial Officer 
of Player Petroleum Corporation, a public oil and gas company listed on the 
Toronto Stock Exchange. Prior thereto, she was the controller for Cirque 
Energy Inc., a former public oil and gas company.  


    Ms. Dorval-Dronyk received her CGA designation in 1990. 
      Steven F. Johnson, Chairman and Director 


  Mr. Johnson is currently the President and Chief Executive Officer of 
Replay Resources Limited, a private oil and gas company. From 1994 to 2001, he 
was the President and Chief Executive Officer of Player Petroleum Corporation, 
a public oil and gas company trading on the Toronto Stock Exchange and from 
1983 to 1994, he was the President and Chief Operating Officer of Joss Energy 
Ltd., a public oil and gas company trading on the Toronto Stock Exchange.  
  Randolph M. Charron, Director  
  Mr. Charron is primarily engaged as the President of his own consulting 
company, Characo Corp., a private company engaged in oil and gas investment. 
From 1988-1997, Mr. Charron was the Vice President and a Founding Director of 
Artisan Corporation, a public oil and gas services company which traded on the 
Toronto Stock Exchange. Mr. Charron is currently a director of Drillers 
Technology Corp. (TSX), and Nevis Energy Services Ltd. (TSX Venture), which 
are engaged in petroleum exploration and development services.  
Mr. Charron obtained a Bachelor of Arts degree from McMaster University 
in Hamilton, Ontario in 1978.  
  James B. Howe, Director  
  Mr. Howe is currently a major shareholder and the President of Bragg 
Creek Financial Consultants Ltd., a private consulting company. Mr. Howe has 
extensive public company experience, currently acting as a Director of Ensign 
Resource Service Group (TSX), an oil and natural gas well servicing company 
and Pason Systems Inc., a company which provides instrumentation services to 
the oil and gas drilling industry.  
Mr. Howe obtained a Bachelor of Arts degree in Business Administration 
(Honours) in 1973 from the University of Western Ontario and holds a Chartered 
Accountant designation from the Institute of Chartered Accountants of Alberta.  
  Christopher W. Nixon, Director  
  Mr. Nixon is a partner with the law firm of Stikeman Elliott. From 1995 
to 2000, he was a partner with Osler, Hoskin and Harcourt LLP. From 1988 to 
1995, Mr. Nixon practised law with Burnet, Duckworth and Palmer LLP. Mr. Nixon 
has served on the board of directors of several public companies and currently 
serves on a number of private oil and gas and service company's boards.  


    Mr. Nixon obtained an LL.B from the University of Alberta in 1979. 
      James D. Peplinski, Director 


  Mr. Peplinski is currently the President and owner of Jim Peplinski's 
Leasemaster National (1990 to present), an all-makes automotive leasing 
company. From 1980 to 1989, he was a professional hockey player with the 
Calgary Flames in the National Hockey League. Mr. Peplinski currently serves 
as a director of two corporations which are currently listed on the Toronto 
Stock Exchange: Northside Group Inc., a manufacturer of truck parts, 
assemblies and truck mounted equipment and Zargon Oil and Gas Ltd., an oil and 
gas exploration company.  
  Thomas D. Wood, Director  
  Mr. Wood is an independent businessman. He currently serves as Chairman 
of the Board of Savanna Energy Services Corp., a private oil and gas service 
company. Mr. Wood was the President of the Drilling/Wellbore Service for 
Plains Energy Services Ltd. (formerly TSX-listed), a public oilfield services 
company, from 1997 to July 2000 when it was acquired by Precision Drilling 
Corporation (TSX) a public oilfield drilling and energy service company. From 
1988 to 1992, Mr. Wood served as a director of Santa Fe Energy Ltd., a public 
oil and gas company which was trading on the Alberta Stock Exchange at that 
time.  
Mr. Wood obtained a Bachelor of Arts degree in Economics from the 
University of Calgary in 1978.  
  A consolidation of the common shares of Wrangler is being contemplated, 
subject to the ability of the Corporation to meet the minimum listing 
requirements of the TSX Venture Exchange, to occur immediately prior to the 
closing of the proposed transaction on a basis of up to seven to one.  
The proposed transaction is intended to be the qualifying transaction of 
the Corporation, subject to regulatory and shareholder approval, pursuant to 
Policy 2.5 of the TSX Venture Exchange.  
Completion of the transaction is subject to a number of conditions, 
including, but not limited to, approval of the TSX Venture Exchange and 
majority of the minority shareholder approval. 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.  
Investors are cautioned that, except as disclosed in the Management 
Information Circular to be prepared in connection with the transaction, any 
information released or received with respect to the transaction may not be 
accurate or completed and should not be relied upon. Trading in the securities 
of a capital pool company should be considered highly speculative.  
Peters & Co. Limited, subject to satisfactory due diligence, has agreed 
to act as sponsor to the Corporation in connection with the proposed 
qualifying transaction. An agreement to sponsor should not be construed as any 
assurance with respect to the merits of the transaction or the likelihood of 
its completion.  
Completion of the qualifying transaction is subject to a number of 
conditions precedent, including, but not limited to further due diligence, TSX 
Venture Exchange acceptance and "majority of the minority" shareholder 
approval, as that term is defined in the Policies and Rules of the Exchange. 
The qualifying transaction cannot close until the required shareholder 
approval is obtained. There can be no assurance that the qualifying 
transaction will be completed as is proposed in this announcement, or at all.  
Trading on the TSX Venture Exchange of the common shares of Wrangler is 
expected to remain halted until Wrangler has satisfied all conditions of 
Section 2.3(b) of Policy 2.4 of the TSX Venture Exchange, including the 
preparation and filing of a sponsorship acknowledgement form from Peters & Co. 
Limited and personal information forms for each person who will be an officer, 
director, promoter or other insider of the resulting issuer following 
completion of the proposed transaction.  
  The TSX Venture Exchange has in no way passed upon the merits of the 
proposed transaction and has neither approved or disapproved the contents of 
this press release. This press release may contain forward-looking 
information. Actual future results may differ materially from those 
contemplated.  
  -0-                           09/13/2002  
/For further information: Richard Charron, President, CEO & CFO, Wrangler  
West Capital Corp., Telephone: (403) 651-0354, Facsimile: (403) 686-7587,  
William Kerr, President & CEO, Kerr Energy Limited, Telephone: (403) 267-6748, 
Facsimile: (403) 503-0654/  
(WWP.)  
CO:  Wrangler West Capital Corp.; Kerr Energy Limited 
ST:  Alberta 
IN:   
SU:  TNM   
  -30-  
-0- Sep/13/2002 22:07 GMT
 
 
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