PanTerra Resource Corp. Announces Recapitalization Financing and New Management Team

 PanTerra Resource Corp. Announces Recapitalization Financing and New  Management Team  /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE  UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A  VIOLATION OF U.S. SECURITIES LAWS./  TSX-V: PRC  CALGARY, May 7, 2014 /CNW/ - PanTerra Resource Corp. ("PanTerra" or the  "Corporation") is pleased to announce that it has entered into a definitive  reorganization and investment agreement (the "Agreement") with Tim de Freitas,  Dorothy Else, Carrie McLauchlin, Yvonne McLeod, Greg Feltham, Kavanagh Mannas  and Bob Quartero (the "Initial Investor Group"), which provides for: (i) a  non-brokered private placement of up to an aggregate of approximately $20.0  million (the "Private Placement"); (ii) the appointment of a new management  team and board of directors of PanTerra (collectively, the "New Management  Team"); and (iii) a rights offering (the "Rights Offering") to current holders  of common shares ("Common Shares") of PanTerra (collectively, the  "Transaction").  Completion of the Transaction is subject to customary closing  conditions, including the approval of the TSX Venture Exchange (the "TSXV").   Upon completion of the Transaction, it is anticipated that the shareholders of  PanTerra will be asked to approve a change of the Corporation's name to  "Ikkuma Resources Corp."  The New Management Team will be led by Tim de Freitas as President and Chief  Executive Officer, Dorothy Else as Executive Vice President, Carrie McLauchlin  as Vice President, Finance and Chief Financial Officer, Yvonne McLeod as  Senior Vice President, Engineering, Greg Feltham as Vice President,  Exploration, Kavanagh Mannas as Vice President, Operations and Bob Quartero as  Manager, Business Development.  Upon closing of the Transaction, the new board of directors will be comprised  of Tim de Freitas, Bob Dales, Charle Gamba, Bill Guinan and Mike Kohut. Bob  Dales will act as Chairman.  New Management Team  The New Management Team has a solid track record of creating value in oil and  gas companies through an integrated strategy of acquiring, exploiting and  exploring.  Most recently, the New Management Team was involved in senior leadership and  technical roles with Manitok Energy Inc. ("Manitok Energy"), a public oil and  gas exploration and development company focusing on conventional oil and gas  reservoirs in the Alberta Foothills and southeast Alberta. At Manitok Energy,  certain members of the New Management Team were responsible for the discovery  and development of Manitok Energy's Stolberg area, which grew from conception  to a peak gross production rate of approximately 8,000 boepd and has produced  over 1 MMbbls of liquids to date.  Prior to Manitok Energy, during their time at Talisman Energy Inc.  ("Talisman"), Tim de Freitas, Yvonne McLeod, Greg Feltham and Bob Quartero  (the "Talisman Team"), were responsible for Talisman's Foothills exploration  and development program which peaked at approximately 65,000 boepd. The  Talisman Team pioneered the economic viability of horizontal wells targeting  highly fractured, complex reservoir trends.  The Talisman Team drilled over  100 horizontal and deviated wells, becoming the recognized technical leaders  in Foothills horizontal drilling with a greater than 90% success rate and  top-tier finding and development costs.  As a technical team, the New Management Team has worked together for more than  a decade.  The New Management Team will apply its past experience to grow the  recapitalized PanTerra through a combination of organic growth and  acquisitions.        Tim de Freitas, PhD                Tim de Freitas has over 24 years of     President and Chief Executive      experience, including 18 years in     Officer                            Canadian and international                                        Foothills.  Mr. de Freitas was a                                        co-founder, Vice President,                                        Exploration and COO at Manitok                                        Energy from inception in 2005 until                                        October 2013.  Prior to that, he                                        held various technical and                                        managerial rolls at Talisman, Nexen,                                        British Gas and Imperial Oil.  He                                        completed his BSc, MSc and PhD                                        degrees and a Postdoctoral                                        Fellowship at various Canadian                                        Universities or research                                        institutions.                                              Dorothy Else                       Dorothy Else was most recently the     Executive Vice President           Vice President, Land with Manitok                                        Energy.  Ms. Else was involved with                                        Manitok Energy from inception in                                        2005 until October 2013.  Ms. Else                                        has over 30 years of experience as a                                        landman in a variety of roles                                        including as an independent                                        consultant for oil and gas                                        exploration and production                                        companies. Ms. Else held positions                                        of increasing responsibility for                                        Enerplus Resources from 1992 to                                        2001, including Vice President,                                        Land.                                              Carrie McLauchlin, CA              Carrie McLauchlin was most recently     Vice President, Finance and Chief  the Vice President, Finance and CFO     Financial Officer                  of Invicta Energy Corp. from June                                        2010 to April 2013 prior to its sale                                        to Whitecap Resources Inc.Ms.                                        McLauchlin was also a co-founder and                                        the Vice President, Finance and CFO                                        of Luke Energy and Keywest Energy.                                        Ms. McLauchlin is a Chartered                                        Accountant with over 20 years of                                        financial reporting and accounting                                        experience primarily in the oil and                                        gas industry.  Ms. McLauchlin                                        received her Chartered Accountant                                        designation in 1990.                                              Yvonne McLeod P.Eng.               Yvonne McLeod was most recently the     Senior Vice President, Engineering Vice President, Drilling,                                        Completions and Facilities at                                        Manitok Energy.  In this capacity,                                        Ms. McLeod successfully built a                                        strong technical team to execute the                                        Alberta Foothills drilling program.                                        Prior to Manitok Energy, Ms. McLeod                                        worked for 8 years at Talisman                                        leading multi-disciplinary projects                                        drilling wells both internationally                                        and in the North American                                        Foothills.  Ms. McLeod has 20 years                                        of experience in the oil and gas                                        industry. Ms. McLeod received her                                        Bachelor of Engineering from the                                        University of Calgary.                                              Greg Feltham, MSc                  Greg Feltham was most recently a     Vice President, Exploration        senior geologist and the Exploration                                        Manager, Foothills at Manitok Energy                                        from May 2010 to March 2014 where he                                        was responsible for its Stolberg                                        drilling operations and regional                                        Foothills exploration. Prior to                                        Manitok Energy, Mr. Feltham worked                                        for Talisman in the Foothills and                                        International Operations teams. Mr.                                        Feltham has over 12 years of oil and                                        gas experience specializing in                                        Foothills geology and fractured                                        reservoirs. Mr. Feltham received his                                        BSc degree from Memorial University                                        of Newfoundland and his MSc degree                                        in structural geology from the                                        University of Calgary.                                              Kavanagh Mannas, P.Eng, MBA        Kavanagh Mannas was most recently a     Vice President, Operations         Operations and Development Engineer                                        at Manitok Energy from January 2013                                        to March 2014.  Mr. Mannas' role                                        included managing Northern field                                        operations, planning area                                        development, preparing exploration                                        economics and evaluating acquisition                                        and divestiture opportunities.                                         Prior thereto, Mr. Mannas worked for                                        Suncor Energy Inc. as an operations                                        engineer in Grand Prairie and later                                        in production and exploitation                                        engineering in Calgary.  Mr. Mannas'                                        experience includes diverse                                        Foothills expertise both in Alberta                                        and British Columbia, including both                                        sweet and sour products and gas and                                        oil reservoirs.  Mr. Mannas received                                        his MBA from the University of                                        Calgary with a specialization in                                        Finance.                                              Bob Quartero, MSc                  Bob Quartero was most recently a     Manager, Business Development      Manager, Business Development at                                        Manitok Energy from September 2010                                        to February 2014.  Prior thereto,                                        Mr. Quartero served as Manager,                                        Foothills Exploration for Talisman                                        where he managed a team of 45 staff,                                        prospecting throughout the North                                        American Foothills.  Mr. Quartero's                                        team pioneered horizontal Foothills                                        drilling.  Mr. Quartero has over 30                                        years of oil and gas experience and                                        is recognised as an industry                                        technical leader in domestic and                                        international Foothills exploration                                        and production.  Mr. Quartero                                        received his MSc in structural                                        geology from Leiden University,                                        Netherlands.  Each of the directors have strong track records and distinguished careers in  both the oil and gas industry and capital markets and have held prominent lead  positions within a range of successful companies. Their combined experience  and expertise will provide the New Management Team with invaluable advice,  guidance and support.  Corporate Strategy  The New Management Team has extensive experience in creating shareholder value  through a focused business plan and believes the current market environment  provides an excellent opportunity to reposition PanTerra as a high growth  junior oil and gas company.  The New Management Team believes that PanTerra  will be well positioned to take advantage of acquisition opportunities in the  current market.  Following the completion of the Transaction, PanTerra expects to focus on  predominantly light oil, liquids rich and sweet gas exploration and  development opportunities in the Foothills region of Western Canada. The  corporate strategy is to grow through targeted acquisitions complemented by  development and exploration drilling concentrated in the Foothills region.   The New Management Team believes that the Foothills is underexploited in  comparison to the rest of the basin due to it being a technically challenging  area requiring significant operational experience.  The New Management Team's  technical expertise and track record of operational execution are suited to  provide production and reserve growth in the new corporate structure. Unlike  other plays, Foothills success does not require as large a drilling inventory  as single-zone resource plays.  Following the completion of the Transaction,  the New Management Team intends to target large, bypassed multi-zone stacked  conventional pools.  The current PanTerra production base of approximately 85  boed (based on field estimates) and the recapitalized corporate structure will  allow for the exploitation of the current drilling inventory and expansion of  PanTerra's current opportunity suite through internally generated projects and  strategic acquisitions.  Upon completion of the Transaction, the recapitalized PanTerra is expected to  have a net cash position of approximately $17.6 million, assuming the Private  Placement is fully subscribed and assuming the exercise of all Rights (as  defined below) issued in connection with the Rights Offering (as defined  below).  The New Management Team believes that this starting point will  provide them with a platform for aggressive growth through strategic  acquisitions and internally generated prospects.  Upon completion of the Transaction and subject to all regulatory and  shareholder approvals, it is anticipated that the New Management Team will  change the name of the Corporation from "PanTerra Resource Corp." to "Ikkuma  Resources Corp.".  Private Placement and Stock Options  Pursuant to the Private Placement, the Initial Investor Group, together with  additional subscribers identified by the Initial Investor Group, will  subscribe for up to 33,333,333 units (the "Units") of PanTerra at a price of  $0.075 per Unit and up to 233,333,334 Common Shares at a price of $0.075 per  Common Share for maximum total proceeds of approximately $20.0 million. Each  Unit shall be comprised of one Common Share and one Common Share purchase  warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one  Common Share at a price of $0.10 for a period of five years. The Warrants will  vest and become exercisable as to one-third upon the 20-day weighted average  trading price of the Common Shares (the "Market Price") equaling or exceeding  $0.15, an additional one-third upon the Market Price equaling or exceeding  $0.20 and a final one-third upon the Market Price equaling or exceeding $0.25.  The completion of the Private Placement is expected to occur on or about May  22, 2014, and may be completed in one or more tranches (the "Closing"). The  resignation of the current board of directors and management team of PanTerra  and the appointment of the New Management Team will occur contemporaneous with  the Closing. The closing of subscriptions for any remaining Units and of the  Common Shares will occur on such dates as determined by the Initial Investor  Group.  Proceeds from the Private Placement will be used to reduce PanTerra's  indebtedness and for general corporate purposes.  Rights Offering  Upon completion of the Private Placement, and subject to PanTerra receiving  the Written Consent (as defined below) on or before May 14, 2014, current  PanTerra shareholders will be entitled to participate in the Rights Offering,  which is expected to be conducted by way of a Rights Offering Circular.  Pursuant to the Rights Offering, each shareholder as of the record date for  such offering (the "Record Date") will be issued one right ("Right") for each  Common Share held on the Record Date, entitling that holder to purchase one  (1) Common Share for every eight (8) Rights held at a price of $0.075 per  Common Share at or before the expiry time of the Rights Offering, following  which all outstanding Rights shall terminate and expire. Subscribers under the  Private Placement will not be entitled to participate in the Rights Offering  with respect to any securities acquired pursuant to the Private Placement, or  any securities acquired on the conversion of any securities acquired pursuant  to the Private Placement. The Rights Offering is subject to applicable  regulatory approval, including the TSXV.  Shareholder and Stock Exchange Approvals  Completion of the Transaction is subject to a number of conditions and  approvals including, but not limited to, the approval of the TSXV and  shareholder approval. Under the policies of the TSXV, the completion of the  Private Placement is subject to the approval of the shareholders of PanTerra  as the completion of the Private Placement will result in the creation of a  new "control person" (as defined under the policies of the TSXV). In addition  thereto, the appointment of the New Management Team is subject to shareholder  approval under the policies of the TSXV. The required disinterested  shareholder approval may be obtained by PanTerra either by receipt of written  consents by holders of more than 50% of the issued and outstanding voting  shares of PanTerra (the "Written Consent") or by approval of a resolution at a  special meeting of shareholders (the "PanTerra Meeting"). Pursuant to the  Agreement, PanTerra has agreed to obtain the Written Consent on or before May  15, 2014, failing which the Initial Investor Group has the right to terminate  the Agreement. In the event that the Written Consent is not obtained on or  before May 15, 2014 and the Initial Investor Group waives its termination  right, PanTerra has agreed to convene and hold the PanTerra Meeting on or  before July 3, 2014.  The Corporation  PanTerra's current production consists of approximately 85 boepd (based on  field estimates) in central Alberta and has approximately 31,477,855 Common  Shares outstanding on a fully diluted basis and net debt position of  approximately $1.1 million, excluding the costs of the Transaction. Upon  completion of the Private Placement and assuming the exercise of all Rights  issued in connection with the Rights Offering, PanTerra will have  approximately 302,079,254 Common Shares, and assuming the exercise of all  Warrants issued in connection with the Private Placement, there will be  approximately 335,412,587 Common Shares outstanding on a fully diluted basis.  Board of Directors' Recommendation  The current board of directors of PanTerra has determined that the  transactions contemplated by the Agreement are in the best interests of its  shareholders, has approved such transactions and recommends that PanTerra's  shareholders approve the Agreement and the Transaction and execute the Written  Consent. Any shareholder of PanTerra wishing to obtain and execute the Written  Consent should contact PanTerra as set forth below.  Current directors and officers of PanTerra who, in aggregate, own, directly or  indirectly or exercise control or direction over approximately 24% of the  Common Shares, have entered into support agreements or agreed to enter into  support agreements pursuant to which they have agreed or will agree, among  other things, to execute a Written Consent.  Cancellation of Previously Announced Private Placement  As a result of the Transaction, the board of directors of PanTerra has  determined to not proceed with the private placement previously announced on  April 30, 2014.  The Agreement  The Agreement contains a number of customary representations, warranties and  conditions. The complete Agreement will be accessible on PanTerra's SEDAR  profile at  Financial Advisors  Desjardins Securities Inc. is acting as financial advisor to the Initial  Investor Group.  About PanTerra  PanTerra is a diversified junior public oil and gas company listed on the TSXV  under the symbol "PRC", with holdings in both conventional and unconventional  projects in Western Canada that have excellent optimization and exploitation  potential. Company information can be found at:  Forward-Looking and Cautionary Statements  This news release may include forward-looking statements including opinions,  assumptions, estimates, the New Management Team's assessment of future plans  and operations, and, more particularly, statements concerning the completion  of the Transaction contemplated by the Agreement, the number of securities  issued by way of the Private Placement, the business plan of the New  Management Team, the change of name of the Corporation, use of  proceeds and  debt levels and production following completion of the Transaction.  When used in this document, the words "will," "anticipate," "believe,"  "estimate," "expect," "intent," "may," "project," "should," and similar  expressions are intended to be among the statements that identify  forward-looking statements.  The forward-looking statements are founded on the basis of expectations and  assumptions made by PanTerra which include, but are not limited to, the timing  of the receipt of the required shareholder, regulatory and third party  approvals, the future operations of, and transactions completed by PanTerra as  well as the satisfaction of other conditions pertaining to the completion of  the Transaction.  Forward-looking statements are subject to a wide range of risks and  uncertainties, and although PanTerra believes that the expectations  represented by such forward-looking statements are reasonable, there can be no  assurance that such expectations will be realized.  Any number of important factors could cause actual results to differ  materially from those in the forward-looking statements including, but not  limited to, shareholder, regulatory and third party approvals not being  obtained in the manner or timing set forth in the Agreement, the ability to  implement corporate strategies, the state of domestic capital markets, the  ability to obtain financing, changes in general market conditions and other  factors more fully described from time to time in the reports and filings made  by PanTerra with securities regulatory authorities.  Except as required by applicable laws, neither PanTerra nor the Initial  Investor Group undertake any obligation to publicly update or revise any  forward-looking statements.  The term "boe" may be misleading, particularly if used in isolation. A boe  conversion of 6 Mcf: 1 bbl is based upon an energy equivalency conversion  method primarily applicable at the burner tip and it does not represent a  value equivalency at the well head.  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.  This press release does not constitute an offer to sell or a solicitation of  an offer to buy any of the securities described herein. The securities have  not been and will not be registered under the United States Securities Act of  1933, as amended (the "U.S. Securities Act"), or any state securities laws and  may not be offered or sold within the United States or to United States  Persons unless registered under the U.S. Securities Act and applicable state  securities laws or an exemption from such registration is available.    SOURCE  PanTerra Resource Corp.  Fred P. Rumak P.Geol., President PanTerra Resources Corp. 800, 717 - 7th Ave.  S.W. Calgary, AB, T2P 0Z3  Phone: 403-261-5900 Fax: 403-261-5902  Tim de  Freitas c/o PanTerra Resources Corp. 800, 717 - 7th Ave. S.W. Calgary, AB, T2P  0Z3  Phone: 403-478-0141 Fax: 403-261-5902   To view this news release in HTML formatting, please use the following URL:  CO: PanTerra Resource Corp. ST: Alberta NI: OIL MNA 2575 WNEWS  
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