Donnybrook Announces Agreement to Sell Simonette and Resthaven Assets

Donnybrook Announces Agreement to Sell Simonette and Resthaven Assets 
CALGARY, ALBERTA -- (Marketwire) -- 02/25/13 -- Donnybrook Energy
Inc. ("Donnybrook" or the "Company") (TSX VENTURE:DEI) reports that
it has entered into an asset exchange agreement (the "Asset Exchange
Agreement") and an arrangement agreement (the "Arrangement
Agreement") with Cequence Energy Ltd. ("Cequence") (TSX:CQE) to sell
the Company's interest in its Simonette and Resthaven oil and gas
properties for consideration consisting of 10.3 million common shares
of Cequence ("Cequence Shares") and Cequence's interest in its Fir
oil and gas property. The transaction, including the subsequent
distribution of the 10.3 million Cequence Shares to the holders
("Donnybrook Shareholders") of common shares of Donnybrook
("Donnybrook Shares"), is anticipated to be completed, in part, by
way of a plan of arrangement under the Business Corporations Act
(Alberta) (the "Arrangement"). 
The Simonette and Resthaven properties to be sold to Cequence consist
of 38 gross (19 net) sections of land with net production of
approximately 120 boe per day. 
Upon completion of the Arrangement, Donnybrook Shareholders are
anticipated to receive, based on the current number of outstanding
Donnybrook Shares, approximately 0.0531 of a Cequence Share for each
Donnybrook Share while continuing to hold their existing Donnybrook
Shares. On closing, it is anticipated that existing Donnybrook
Shareholders will own approximately 5 percent of the outstanding
Cequence Shares. 
Cequence is a natural gas and oil resource play focused company with
current production in excess of 9,000 boe per day. The majority of
Cequence's production comes from the Deep Basin in the Simonette area
where it owns Montney and other Cretaceous oil and gas rights.
Cequence currently operates Donnybrook's Simonette property and has
the requisite technical, operational, financial flexibility and
access to capital to develop the property on an efficient basis for
its shareholders. 
On a pro forma basis, Donnybrook will hold its existing Bigstone
property with 8 gross (3.75 net) sections of land and the newly
acquired Fir property which consists of a total of 5 net sections of
land and long life, low decline production of approximately 220 net
boe per day. The Fir 
property is approximately 35 km from the
Bigstone property. 
The board of directors of Donnybrook has unanimously determined that
the Arrangement is in the best interests of Donnybrook and is fair to
Donnybrook Shareholders. The board of directors has also unanimously
approved the transaction and determined to recommend that the
Donnybrook Shareholders vote in favour of the Arrangement. Each of
the officers and directors of Donnybrook, holding Donnybrook Shares
representing an aggregate of approximately 12.5% of the outstanding
Donnybrook Shares, have entered into lock-up agreements with Cequence
supporting the transaction, pursuant to which they have agreed to
vote the Donnybrook Shares held by them in favour of the Arrangement. 
RBC Capital Markets is acting as financial advisor to Donnybrook and
has provided the board of directors of Donnybrook with an opinion
that, as of the date of the Arrangement Agreement, the consideration
to be received under the Arrangement is fair, from a financial point
of view, to the Donnybrook Shareholders. 
Under the terms of the Arrangement Agreement, Donnybrook has agreed
that it will not solicit or initiate any inquiries or discussions
that may reasonably be expected to lead to an alternative sale of the
Simonette and Resthaven assets or any other transaction which could
impede, interfere, prevent or delay the transaction contemplated
under the Arrangement Agreement. In addition, should a Superior
Proposal (as such term is defined in the Arrangement Agreement) be
presented to Donnybrook, Donnybrook has granted Cequence the right to
match such Superior Proposal. The Arrangement Agreement also provides
for the payment of a reciprocal non-completion fee of $1.0 million
under certain circumstances. 
Completion of the transaction is subject to customary closing
conditions, including receipt of court, shareholder, TSX Venture
Exchange and other regulatory approvals. Donnybrook Shareholders will
be asked to vote on the transaction at a special meeting of
Donnybrook Shareholders and the completion of the transaction will
require the approval of two-thirds of the votes cast by Donnybrook
Shareholders in person or by proxy at the meeting. 
An information circular regarding the Arrangement is expected to be
mailed to Donnybrook Shareholders in mid-March for a special meeting
of the Donnybrook Shareholders to take place in mid-April, with
closing expected to occur as soon as reasonably practicable following
receipt of court, shareholder and regulatory approvals. 
A copy of the Asset Exchange Agreement and the Arrangement Agreement
and the information circular and related documents will be filed with
Canadian securities regulators and will be available at
www.sedar.com. 
Further information relating to Donnybrook is also available on its
website at www.donnybrookenergy.ca. 
ON BEHALF OF THE BOARD OF DONNYBROOK ENERGY INC. 
Malcolm F. W. Todd, Chief Executive Officer 
FORWARD-LOOKING STATEMENTS 
This press release contains forward-looking statements or information
("forward-looking statements") within the meaning of applicable
securities laws. The use of any of the words "will", "expects",
"believe", "plans", "potential" and similar expressions are intended
to identify forward-looking statements. More particularly and without
limitation, this press release contains forward-looking statements
concerning the amount of Cequence Shares for each Donnybrook Share to
be distributed to Donnybrook Shareholders, the percentage ownership
of Cequence Shares by Donnybrook Shareholders, anticipated timing of
the mailing of the information circular and meeting of Donnybrook
Shareholders and the closing of the transaction. 
The forward-looking statements in this press release are based on
certain key expectations and assumptions made by Donnybrook,
including the receipt of all necessary approvals, including but not
limited to shareholder, court and regulatory approvals including the
approval of the TSX Venture Exchange and the satisfaction of the
conditions to the closing of the transaction. There is no assurance
that these expectations and assumption will be met or satisfied and
there is therefore no assurance that the transaction will be
completed in the time frame anticipated or at all. 
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited the risks that the transaction may not
close when planned or at all or on the terms and conditions set forth
in the Arrangement Agreement and Asset Exchange Agreement, the
failure to obtain necessary shareholder, court, regulatory and other
third party approvals required in order to proceed with the
transaction, risks that the closing conditions will not be met and
risks associated with the oil and gas industry in general such as:
operational risks in development, exploration and production; delays
or changes in plans with respect to exploration or development
projects or capital expenditures; the uncertainty of reserve
estimates; the uncertainty of estimates and projections relating to
reserve, produc
tion, costs and expenses; health, safety and
environmental risks; commodity price and exchange rate fluctuations;
marketing and transportation of petroleum and natural gas and loss of
markets; environmental risks; competition; incorrect assessment of
the value of acquisitions; failure to realize the anticipated
benefits of acquisitions; ability to access sufficient capital from
internal and external sources; stock market volatility; and changes
in legislation, including but not limited to tax laws, royalty rates
and environmental regulations. Readers are cautioned that the
foregoing list of factors is not exhaustive. Additional information
on these and other factors that could affect the operations or
financial results of Donnybrook are included in Donnybrook's Annual
Information Form, management's discussion and analysis and other
documents filed with applicable securities regulatory authorities and
may be accessed through the SEDAR website (www.sedar.com). The
forward-looking statements contained in this press release are made
as of the date hereof and Donnybrook undertakes no obligation to
update publicly or revise any forward-looking statements, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws. The forward-looking
statements contained in this press release are expressly qualified by
this cautionary statement. 
Where amounts are expressed on a barrel of oil equivalent ("BOE")
basis, natural gas volumes have been converted to oil equivalence at
six thousand cubic feet per barrel. The term BOE may be misleading,
particularly if used in isolation. A BOE conversion ratio of six
thousand cubic feet per barrel is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead. Given that the value
ratio based on the current price of crude oil as compared to natural
gas is significantly different from the energy equivalency of 6:1,
utilizing a conversion on a 6:1 basis may be misleading as an
indication of value. 
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS
RELEASE. 
Contacts:
Donnybrook Energy Inc.
Malcolm Todd
President and Chief Executive Officer
(604) 684-2356
(604) 684-4265 (FAX)
www.donnybrookenergy.ca
 
 
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