2007-04-11 05:00 PT - News Release
LITTLETON, Colo., April 11, 2007 (PRIME NEWSWIRE) -- Eternal Energy Corp.
(OTCBB:EERG) announces that it has agreed to sell all of the shares that it
owns in Pebble Petroleum Inc. ("Pebble Petroleum") to Heartland Resources
Inc. ("Heartland"). Eternal Energy owns five percent of Pebble Petroleum.
Emerald Bay Holdings Ltd. ("Emerald Bay"), a private Irish corporation,
which owns the other ninety-five percent of Pebble Petroleum, has also
agreed to sell all of its interests in Pebble Petroleum to Heartland. The
agreement is subject to satisfaction of certain material terms and
conditions, completion of the financing, completion of satisfactory due
diligence and title reviews, approval of the TSX Venture Exchange, and other
terms and conditions that are consistent with similar transactions in the
oil and gas industry.
Heartland is an Ontario corporation petroleum and natural gas exploration
company having its head office in Vancouver, British Columbia. Heartland is
a public company, whose shares are listed on the TSX Venture Exchange under
the trading symbol "HRI".
Pebble Petroleum is a privately owned British Columbia corporation, which,
directly and through its wholly-owned U.S. subsidiary Rover Resources Inc.
("Rover"), holds petroleum and natural gas exploration rights to
approximately 150,000 gross and net acres of property in western Canada and
the western United States. Pebble Petroleum acquired its PNG rights in
Canada pursuant to an agreement with Eternal Energy, Fairway Exploration
LLC, a private U.S. corporation controlled by Steven Swanson, and Prospector
Oil Corp., a private U.S. corporation controlled by Mr. Richard Findley, who
together identified and provided initial analysis of the potential of the
prospects. The majority of Pebble's PNG rights are held under Provincial
crown leases and licenses in Canada, with a small portion granted over state
lands and privately owned properties in the U.S. The properties are
exploration properties with no production and no proven reserves.
Pursuant to the agreement, Heartland will cause Pebble Petroleum to pay its
entire CDN$882,000 convertible loan to Eternal Energy. The obligation was
generated by consultant fees due to Eternal Energy for services it rendered
to Pebble Petroleum in October of 2006. Heartland has also agreed to cause
Pebble Petroleum to pay its outstanding CDN$17.2 million obligation to
Emerald Bay. The obligation was generated by loans made by Emerald Bay to
Pebble Petroleum in connection with Pebble Petroleum's successful bids for
the 150,000 acres last year. Heartland will also purchase all of the Pebble
Petroleum shares from Eternal Energy and Emerald Bay for their initial
aggregate subscription price of $300.00. Repayment of the debt due to
Eternal Energy and the loan due to Emerald Bay is a condition of closing of
Heartland's purchase of the Pebble Petroleum shares.
Heartland has agreed to maintain Pebble's obligation to provide to Eternal
Energy a five percent gross overriding royalty interest on all production
from each well drilled on the Canadian acreage previously acquired, or
subsequently acquired in the prospect, by Pebble Petroleum. In addition,
Heartland has agreed to pay to Eternal a US$250,000 spud fee for each of the
first eight wells drilled or reentered on the Canadian acreage previously
acquired, or subsequently acquired in the prospect, by Pebble Petroleum.
Further, Eternal Energy will maintain its ten percent working interest in
Pebble Petroleum's North Dakota properties, with the remaining ninety
percent held by Rover. Rover and Eternal Energy are joint venture partners
for the exploration and development of those prospects, with each party
bearing its pro-rata share of acquisition, exploration, and development
costs. To date, Rover and Eternal have acquired the PNG rights to
approximately 5,000 acres in the U.S., which acquisitions were funded by
Rover. Eternal Energy is currently indebted to Rover in the amount of
approximately US$42,000 on account of acreage acquisition costs.
In addition to the debt repayments, Heartland has agreed to allot and
reserve for issuance to Eternal Energy and Emerald Bay 25,000,000 of its
common shares at a deemed price of CDN$0.85 per share on a performance basis
tied to Heartland's oil and gas production from Pebble Petroleum's
properties. If, at any time during the five-year period following closing of
the agreement, the average gross production of crude oil (or natural gas
equivalents) on Pebble Petroleum's lands equals or exceeds 1,000 barrels per
day for 30 consecutive days, Heartland shall issue 5,000,000 common shares
to Eternal Energy and Emerald Bay, to be allocated in accordance with the
percentage interests that Eternal Energy (5% or 250,000 shares) and Emerald
Bay (95% or 4.5 million shares) held in Pebble Petroleum. Heartland will
issue an additional 5,000,000 shares for each incremental 1,000 barrels of
average daily production for 30 consecutive days, such that, if Heartland
achieves an average of 5,000 barrels per day of crude oil (or natural gas
equivalents) production for not less than 30 consecutive days within the
five-year period, the entire 25,000,000 shares will issued (1.25 million
shares to Eternal Energy and 23.75 million shares to Emerald Bay).
About Eternal Energy Corp.:
Eternal Energy Corp. is an oil and gas company engaged in the exploration
for petroleum and natural gas in the State of Nevada and the North Sea. The
company was incorporated in Nevada on July 25, 2003 to engage in the
acquisition, exploration, and development of natural resource properties.
Forward-Looking Statements:
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
press release contains statements that are forward-looking, such as
statements related to prospects for success in these initial drilling
activities. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by, or on behalf of Eternal Energy Corp.
These risks and uncertainties include, but are not limited to, those
relating to development and expansion activities, planned capital
expenditures, future funding sources, anticipated sales, potential
contracts, dependence on existing management, financing activities, and
domestic and global economic conditions.
CONTACT: Eternal Energy Corp.
Investor Relations
Jamie Kelley
604-730-2776
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