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Arcan Resources Ltd
Symbol ARN
Shares Issued 97,860,013
Close 2014-07-23 C$ 0.325
Market Cap C$ 31,804,504
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Arcan mails info circular for acquisition by Aspenleaf

2014-07-24 09:08 ET - News Release

Mr. Terry McCoy reports

ARCAN FILES INFORMATION CIRCULAR DETAILING PLAN OF ARRANGEMENT & FORMATION OF NEW SWAN HILLS LIGHT OIL COMPANY

Arcan Resources Ltd. is mailing the information circular and accompanying meeting materials detailing the previously announced plan of arrangement involving the recapitalization and acquisition of Arcan by privately owned Aspenleaf Energy Ltd. These documents are also filed under Arcan's profile on SEDAR and posted on Arcan's website for review by securityholders.

Under the arrangement, Arcan's shareholders will exchange each Arcan share for one common share and 0.1 of a common share purchase warrant in a new company, Miura Energy Ltd. Miura will become an independent company that will own 12.5 per cent of the interest held by Arcan in its oil and gas properties in the Swan Hills area of Alberta. Each whole Miura warrant will be exercisable for one common share of Miura at an exercise price of 43 cents for a period of nine months following completion of the arrangement. The arrangement also provides that Aspenleaf will finance the recapitalization of Arcan's debt, which will include a payment to holders of all of Arcan's outstanding convertible debentures of a total of $141.3-million, plus outstanding interest, after which the debentures will be cancelled. Debentureholders will receive, for each $1,000 principal amount outstanding, $825.11 as well as 100 Miura warrants. Arcan expects that Miura will be a financially viable entity that provides securityholders with the opportunity to participate in Swan Hills oil production growth and exploration. Securityholders are being asked to vote on the arrangement at a meeting scheduled for Aug. 20, 2014. Details regarding the securityholder meeting and Miura's proposed business are set forth in the information circular filed on July 24, 2014.

"This arrangement will restructure the economic foundation of Arcan. By repairing Arcan's balance sheet and allowing for the investment of new capital, the transaction removes the existing constraints on Arcan and permits the recapitalized entity to accelerate the development of the assets and realize their full potential. Our investors will have the opportunity to share in the potential growth and value creation through ownership in Miura," said Terry McCoy, Arcan's chief executive officer.

"For the past two years, we have successfully put Arcan's operations back onto solid footing through cost reductions, asset sales, improved drilling results, increased production and stronger financial netbacks. Despite these gains, Arcan has been severely constrained by the cost of debt servicing and looming deadlines to repay its large debts. The arrangement is an essential step that we need to take as we believe Arcan, as presently structured, cannot realize its full potential without significant access to new capital. Therefore, after a comprehensive review of its restructuring options, and the negotiation of the arrangement with Aspenleaf, the board of directors has recommended that shareholders and debentureholders vote in favour of this transaction, which offers numerous financial benefits and a promising future for investors," Mr. McCoy said.

Aspenleaf is led and run by five highly accomplished oil and gas professionals who have more than 100 years of collective experience developing Western Canadian oil and gas properties into sustainable and profitable businesses. Aspenleaf is backed financially by Arc Financial Corp. and the Ontario Teachers' Pension Plan -- institutions with a strong record of successful oil and gas investment.

"Aspenleaf believes in the long-term potential of Arcan's Swan Hills assets and the potential for growth through the continuous improvement that is evident in the recent operating achievements of Arcan's team -- staff that we plan to retain. Aspenleaf has access to capital that will solve Arcan's debt problem, and new funds to fully develop and grow the Swan Hills assets in an ambitious and efficient manner. When we combine the assets, the capital and the people, the renewed Arcan and our Swan Hills partner Miura will have the essential attributes necessary to deliver long-term investor returns," said Bryan Gould, president and chief executive officer of Aspenleaf.

Arcan and Aspenleaf strongly encourage shareholders and debentureholders to read the comprehensive information circular filed on July 24, 2014, consult with their financial advisers and vote in person, or by proxy, in time to be counted at the securityholders meeting on Aug. 20, 2014.

"We believe that once you have had the opportunity to compare this arrangement with Aspenleaf against the uncertainty of Arcan continuing on its own, with an increasingly challenged financial position, voting in favour of the arrangement with Aspenleaf is the highly preferred choice that makes clear sense," said Doug Penner, Arcan's president.

New leadership at Miura Energy

Upon completion of the transaction, Arcan's current chief operating officer Mark Smith is expected to be named president and chief executive officer of Miura. Mr. Smith is an accomplished engineer with more than 30 years in leadership positions focused on production, operations, budgeting, capital management and project execution for North American intermediate and senior companies developing oil and natural gas in the Western Canadian sedimentary basin. Mr. Smith holds a bachelor of engineering science in chemical engineering from the University of Western Ontario and is a professional engineer. Arcan's current executive vice-president, Andy Fisher, and chief financial officer, Graeme Ryder, will join Mr. Smith in similar roles on Miura's three-person executive team. In addition to its Swan Hills interest, Miura will consider production acquisition opportunities outside of the Swan Hills area with a view toward diversification.

Conference call on July 24, 2014, at 11 a.m. ET

A conference call and webcast to discuss this transaction between Arcan and Aspenleaf will be held for the investment community on July 24, 2014, at 9 a.m. MT (11 a.m. ET). To participate, please dial 866-225-2055 (toll-free in North America) or 416-340-2219 approximately 10 minutes prior to the conference call. An archived recording of the call will be available from approximately 12 p.m. MT on July 24, 2014, until 11:59 p.m. MT on Aug. 7, 2014, by dialling 800-408-3053 or 905-694-9451 and entering passcode 3951705. A live and archived audio webcast of the conference call will also be available on the Internet.

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