For Immediate Release
Not for distribution in the United States or to U.S. newswire services
Deal Structure
April 27, 2011 (Toronto, Ontario): Drift Lake Resources Inc. ("Drift Lake")
(TSXV:DLA) is pleased to announce that it has closed its previously announced business combination
(the "Business Combination") with Northbrook Energy, LLC ("Northbrook")
and a special purpose finance company ("FinanceCo"), all pursuant to a Master
Agreement dated as of January 17, 2011 (the "Master Agreement"). Pursuant
to the terms of the Master Agreement, the Business Combination was structured in the form of a
three-cornered amalgamation pursuant to which each of Northbrook and FinanceCo amalgamated with
wholly-owned subsidiaries of Drift Lake, and all of the issued and outstanding securities of
each of Northbrook and FinanceCo were acquired by Drift Lake from the existing holders thereof
in consideration of the issuance of an aggregate of 78,160,001 common shares of Drift Lake (each,
a "DLR Share") and an aggregate cash payment of $330,000. Also in connection
with the Business Combination, an aggregate of 19,665,000 share purchase warrants of FinanceCo (the
"FinanceCo Warrants") were exchanged for share purchase warrants of Drift
Lake ("DLR Warrants") on a 1:1 basis, all as further described below.
Company Strategy
Following the Business Combination, Drift Lake will be focused on exploration and development
opportunities in South America as well as exploration of the existing properties of Northbrook in the
United States where Northbrook holds approximately 5348 gross acres and 3922 net acres in East
Texas, covering 6 oil and gas prospects including the prospect known as the Big Cypress Prospect.
The initial South American focus of Drift Lake will be in Peru, Colombia and Paraguay. In Peru, Northbrook has agreed to acquire an undivided 25% interest in the prospect known as the Bayovar Prospect in consideration of (i) a cash payment in the aggregate amount of US$2,000,000; and (ii) the issuance of such number of DLR Shares as shall entail a value of US$3,000,000, based on the weighted average closing price of the DLR Shares on the TSX Venture Exchange for the first ten trading days after the completion of the Business Combination, subject to a minimum price of US$0.30 per DLR Share. The cash payment of US$2 million was funded by a short term bridge loan to NorthBrook, which has been re-paid with the release of the Escrowed Funds further described below. The agreement governing the acquisition remains subject to the receipt of all applicable approvals, including the approval of applicable regulatory authorities in Peru. In accordance with the terms of the acquisition agreement, Northbrook shall participate in the first five commitment wells drilled out of the ten well locations at the Bayovar Prospect approved by the Peruvian Ministry of Energy and Mines. In respect of all drilling activities in which Northbrook participates, it shall be responsible for 25% of the applicable costs plus a working interest payment in an amount equal to 2.5% of applicable costs for each of the first five commitment wells drilled; 1.5% of applicable costs for the next five wells drilled; and 1% of applicable costs for each well drilled thereafter. Northbrook's joint venture partner in the Bayovar Prospect shall be the operator of the Bayovar Prospect.
Drift Lake is also currently investigating possible farm-in deals on blocks in both Colombia and Paraguay.
Management
The new management team of Drift Lake will include Doug Manner as Chief Executive Officer, Keith
Spickelmier as Executive Chairman and David Cherry as President and head of exploration, as well as
Carmelo Marrelli who shall remain as Chief Financial Officer.
An aggregate of 41,160,000 Subscription Receipts were issued on a brokered basis by co-lead agents Jones Gable & Company Limited and PowerOne Capital Markets Limited, with a syndicate that included Clarus Securities Inc., Salman Partners Inc. and Primary Capital Inc. (collectively, the "Agents"). Upon closing of the Financing, an aggregate of 2,366,700 broker warrants (the "Broker Warrants") were issued to the Agents as partial consideration for their services, each such Broker Warrant entitling the holder thereof to acquire one DLR Share at an exercise price of $0.50 until the date which is 18 months following the release of the Escrowed Funds. In addition, aggregate fees in the amount of $1,440,600 were paid to the Agents and certain other advisors assisting in the Financing, upon release of the Escrowed Funds.
For further information, please contact:
Drift Lake Resources Inc.
360 Bay Street
Suite 500
Toronto, Ontario
M5H 2V6
Keith Spickelmier
Telephone: 713-248-5981
Forward-Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties. These forward-looking statements are subject
to numerous risks and uncertainties, certain of which are beyond the control of Drift Lake, FinanceCo
and Northbrook, including, but not limited to, the impact of general economic conditions, inherent risks
involved in the exploration for and development of crude oil and natural gas properties, the uncertainties
involved in interpreting drilling results and other geological and geophysical data, fluctuating energy
prices, the possibility of cost overruns or unanticipated costs or delays and other uncertainties
associated with the oil and gas industry. Readers are cautioned that the assumptions used in the
preparation of such information, although considered reasonable at the time of preparation, may prove
to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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 RELEASE.
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