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Pyramid Petroleum and Capco Energy Announce Plan for Business Combination
Jun 11, 2007 2:33:00 PM
CALGARY, AB and HOUSTON, TX -- (MARKETWIRE) -- 06/11/07 -- Pyramid Petroleum Inc. ("Pyramid" or the "Company") and Capco Energy, Inc. (PINKSHEETS: CGYN) ("Capco") announced today that their respective boards of directors have approved the execution of a Letter of Intent whereby Pyramid would acquire all of the outstanding common shares of Capco in exchange for common shares of Pyramid ("Common Shares"), as a result of which Capco will be a wholly owned subsidiary of Pyramid. The number of Common Shares to be issued will be based upon the net asset value ("NAV") of Pyramid and Capco, determined by, among other factors, the discounted NAV of the oil and gas reserves of each company.
An independent committee will select an independent third-party appraiser to provide a fairness opinion on the transaction. Both companies have agreed to abide by the results of this opinion. The completion of this business combination will be subject to all necessary documentation, due diligence, and regulatory and shareholder approvals.
Capco is currently trading on the pink sheets in the US, but has not filed current financial information with the appropriate regulatory authorities. It anticipates that financial statements for the period ending December 31, 2006 and March 31, 2007 will be completed and filed within two to three months. A follow-up press release will be issued at that time. Capco's reserve report as of December 31, 2006 is not prepared in accordance with NI 51-101 guidelines and such evaluation is being conducted currently and the results will be announced in a follow-up press release.
Due diligence by both parties is on-going, and this transaction will be subject to disinterested shareholder approval and review by the TSX Venture Exchange. There is no assurance that the Exchange will accept the proposed transaction, the disinterested shareholders will approve it, or that both companies will be satisfied with their due diligence results.
Mr. Ilyas Chaudhary, the majority shareholder in both companies, as well as being the CEO of both companies, will not participate in the selection of the third-party appraiser for the transaction, nor will he vote on any issue concerning this transaction. No other Capco directors have been identified at this time to join the board of Pyramid.
Following the transaction, Pyramid is expected to have the following key characteristics:
-- Operation of approximately 125 wells in the Gulf of Mexico.
-- Ownership of producing onshore oil and gas assets in Texas, Montana
and Alberta.
-- A net undeveloped land position of 82,000 acres in various prolific
areas.
-- Certain Gulf of Mexico prospects developed with 3-D seismic
interpretation being marketed for exploratory drilling purposes.
-- Primary business headquarters will be in Houston, Texas.
Following the acquisition, Pyramid expects to raise funds to expand the oil and gas production of the combined company, mainly in the Gulf of Mexico, focusing on low-risk producing opportunities.
Disclaimers
Use of the term barrels of oil equivalent ("boe") or thousands of cubic feet of gas equivalent ("Mcfe") may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
The TSX Venture Exchange has neither approved nor disapproved of the contents hereof.
Safe Harbor Statement under the Private Securities Litigation Reform Act: Except for statements of historical fact, all statements in this press release, without limitation, regarding new projects and future plans and objectives are forward-looking statements which involve risks and uncertainties, including uncertainty regarding future revenue and integration. These and other risks are identified in our SEC filings and should be considered in evaluating the forward-looking statements made herein. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. These risks could cause actual financial results to vary from those anticipated.
For further information:
Mansoor A. Anjum
President
Pyramid Petroleum, Inc.
info@pyramidpetroleum.com
(403) 234-9000
www.pyramidpetroleum.com
Robert Thomasson
COO
Capco Energy, Inc.
info@capcoenergy.net
(713) 622-5550
www.capcoenergy.net
Ken Wetherell
Investor Relations
Bryan Mills Iradesso
contact@bmir.com
(403) 503-0144 x224
I wonder if that wall @ 13 will fall as easily as the one @ 10 did?
Sounds good to me e
Ideally we see a higher volume then yesterday and close at HOD. Then premarket acquisition news from the company :)
LOL...luckily I was in and out CTTJ. Only needed 1 uptick there to make me happy.
Hey, if you're here I know it's good for at least a couple of days! :)
I took a bath on cttj
temp'
nice! I hit .10 .11 and .12
I was the one hitting up to .10 this am, 41k, that's enough unless you'll promise we'll see .30 in two days? :)
st
If you want in you had better get in, its running, ask slapping going on.
lots of eyes on this gem, dont be timid, HIT THE ASK!! we are going much higher,
SOLID CO.!
momentum plus the solid news and aquisition
I take it that was your 25k? :)
Pyramid set to swallow Capco
By Upstream staff
Calgary-based Pyramid Petroleum said it had agreed to take control of Houston-based Capco Energy through a share swap.
Pyramid said the boards of both companies had agreed to the move, under which Pyramid will acquire all outstanding shares of Capco in return for its own common stock. Capco will become a wholly owned subsidiary of Pyramid.
Pyramid said an independent committee would appoint a third-party appraiser to work out how many of its own shares should be issued for Capco's stock.
Ilyas Chaudhary is chief executive and major shareholder of both companies. Pyramid said he would not take part in board decisions on the transaction and would not be involved in the appraisal of the companies' assets.
Pyramid said it expected the transaction to give it control of 125 wells in the Gulf of Mexico as well as onshore assets in Texas, Montana and Alberta. The company said it would hold undeveloped land positions on 82,000 acres in various exploraition areas.
The company said the headquarters of the merged company would be in Houston, Texas.
http://www.upstreamonline.com/live/article135131.ece
Slow and Steady,
A slow rise, will help eliminate the shorts bounce, please enlighten me on "MoMo"?
Jimmie
the aquisition alone will take us there! added the MOMO will blow us up over .20!!
We have not sen .10 since last year...
Chart looks really good to me...
Looks like the news, and yes it made it a few places I'll have to believe just doesn't set well with investors who know... what there is to know.
I don't know... :)
Temp'
Word will spread like fire once momo catches on about this aquisition
Sal" <sal@capcoenergy.net>
To: ME
Subject: RE: News...
Date: Mon, 11 Jun 2007 11:29:15 -0700
I will bring this to their attention ASAP. Thank you for the update.
Sal Chaudhary
Capco Energy, Inc.
1800 W. Loop South
Suite # 1950
Houston, Texas 77027
713-622-5550 ext 110
713-622-5552 fax
---------------------------------------------------------------
Sent: Monday, June 11, 2007 6:56 AM
To: info@capcoenergy.net
Subject: News...
Dear Management
Someone said a corrected PR came out this a.m., but it's not showing up on Yahoo or any other outlet.
First time a correction
Second time they lost it?
<smiling>
st
Hidden gem, thanks blue, loading up for the big KAAABOOOOOOOOOOOOOOOOOOOOM, why are you jailed, i think someone is out to get you again??
Stock looks good blue...thx for the tip
Does anyone understand why this news about Capco being acquired is not showing up on many popular financial websites when you search for news about CGYN? The news is definitely out but not showing up everywhere!
TD/Ameritrade shows .085/.089
.085 X .10
Yeah, thought the news last week was interesting enough to stir up a few share buys, but...
A little dumbfounded here :)
Temp'
Ibox looks Great Blue!
They corrected the ticker symbol. I saw the release hit Dow Jones this morning. I don't know why we cannot view the release at Yahoo, IHUB, etc...
"Sal's" response.
Just caught a note from the "big guy", this is very positive, it shows inititive and caring.
Dear Sir,
Thank you for your insightful email. Your advice is well taken. Capco’s new management is eager to keep the shareholders informed on the Company’s progress. At this time, most of the resources are being spent on getting the financials audits completed and also organizing Work Overs on existing wells.
The website will be updated on a weekly basis once the 10-K is filed, which should be soon.
Please do not hesitate to contact Robert Thomasson, Capco’s Chief Operating Officer if you have any further questions or concerns.
Sal Chaudhary
Financial Consultant
Capco Energy, Inc.
Penny up,
Jimmie
thanks... good day coming!
Amended PR just hit the wires.
This stock is flying so under the radar. The news luckily flew under the radar as well. :D I'm looking for a few more shares here as I know some others are. This stock could be a BIG mover IMO.
He goes by "Sal"!
Please note this sentence from the corrected PR. Expect another release shortly.
Reserves data for Pyramid and Capco will be provided in a subsequent press release.
Timing on the post,
They really need to post this correction early Monday Morn.,
More exposure. I look forward to the open, then late action after the shorts sell off, and take their pennies.
Fight terrorism from your computer, invest in American energy's.
Jimmie
e-mail Address
This is their investors contact email address, info@capcoenergy.net. Please follow up your phone calls with a polite, "lets not screw this one up" plead! They have not had much of a PR dept. ever. but lets hope we can remind them that this means a lot to the investors.
Thanks WOHOO that's cool, the Big Guy's number and extension. Nice
Jimmie
Friday's corrected PR.
http://biz.yahoo.com/cnw/070608/cor_cgyn_pk_combinatn.html?.v=1
Press Release Source: Pyramid Petroleum, Inc.
/C O R R E C T I O N from Source -- Pyramid Petroleum Inc./
Friday June 8, 7:56 pm ET
The following press release is a corrected version of c8842 transmitted at 15:25e on Friday, June 8, 2007. The release has been corrected by the addition of a third sentence in the second paragraph regarding Capco's reserves, and by the deletion of a description of Pyramid's reserves. Reserves data for Pyramid and Capco will be provided in a subsequent press release.
Pyramid Petroleum and Capco Energy announce plan for business combination
CALGARY and HOUSTON, June 8 /CNW/ - Pyramid Petroleum Inc. (TSXV: PYR) ("Pyramid" or the "Company") and Capco Energy, Inc (CGYN.PK) ("Capco") announced today that their respective boards of directors have approved the execution of a Letter of Intent whereby Pyramid would acquire all of the outstanding common shares of Capco in exchange for common shares of Pyramid ("Common Shares"), as a result of which Capco will be a wholly owned subsidiary of Pyramid. The number of Common Shares to be issued will be based upon the net asset value ("NAV") of Pyramid and Capco, determined by, among other factors, the discounted NAV of the oil and gas reserves of each company. An independent committee will select an independent third party appraiser to provide a fairness opinion on the transaction. Both companies have agreed to abide by the results of this opinion. The completion of this business combination will be subject to all necessary documentation, due diligence, and regulatory and shareholder approvals.
Capco is currently trading on the pink sheets in the US, but has not filed current financial information with the appropriate regulatory authorities. It anticipates that financial statements for the period ending December 31, 2006 and March 31, 2007 will be completed and filed within two to three months. A follow-up press release will be issued at that time. Capco's reserve report as of December 31, 2006 is not prepared in accordance with NI 51-101 guidelines and such evaluation is being conducted currently and the results will be announced in a follow-up press release.
Due diligence by both parties is on-going, and this transaction will be subject to disinterested shareholder approval and review by the TSX Venture Exchange. There is no assurance that the Exchange will accept the proposed transaction, the disinterested shareholders will approve it, or that both companies will be satisfied with their due diligence results.
Mr. Ilyas Chaudhary, the majority shareholder in both companies, as well as being the CEO of both companies, will not participate in the selection of the third party appraiser for the transaction, nor will he vote on any issue concerning this transaction. No other Capco directors have been identified at this time to join the board of Pyramid.
Following the transaction, Pyramid is expected to have the following key characteristics:
- Operation of approximately 125 wells in the Gulf of Mexico.
- Ownership of producing onshore oil and gas assets in Texas, Montana
and Alberta.
- A net undeveloped land position of 82,000 acres in various prolific
areas.
- Certain Gulf of Mexico prospects developed with 3-D seismic
interpretation being marketed for exploratory drilling purposes.
- Primary business headquarters will be in Houston, Texas.
Following the acquisition, Pyramid expects to raise funds to expand the oil and gas production of the combined company, mainly in the Gulf of Mexico, focusing on low risk producing opportunities.
Disclaimers
Use of the term barrels of oil equivalent ("boe") or thousands of cubic feet of gas equivalent ("Mcfe") may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
The TSX Venture Exchange has neither approved nor disapproved of the
contents hereof.
Safe Harbor Statement under the Private Securities Litigation Reform Act: Except for statements of historical fact, all statements in this press release, without limitation, regarding new projects and future plans and objectives are forward-looking statements which involve risks and uncertainties, including uncertainty regarding future revenue and integration. These and other risks are identified in our SEC filings and should be considered in evaluating the forward-looking statements made herein. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. These risks could cause actual financial results to vary from those anticipated.
For further information
Mansoor A. Anjum, President, Pyramid Petroleum, Inc., info@pyramidpetroleum.com, (403) 234-9000, www.pyramidpetroleum.com
Robert Thomasson, COO, Capco Energy, Inc., info@capcoenergy.net, (713) 622-5550, www.capcoenergy.net
Ken Wetherell, Investor Relations, Bryan Mills Iradesso, contact@bmir.com, (403) 503-0144 x224
--------------------------------------------------------------------------------
Source: Pyramid Petroleum, Inc.
TO ALL SHAREHOLDERS OF CGYN
1. Friday's PR came from Pyramid Petroleum and contained a misspelling of Capco's ticker symbol.
2. Pyramid released a corrected PR late Friday evening (I will post this PR in my next post).
3. All shareholders should call Capco's office and request a PR from Capco announcing this merger.
4. I have already left 2 messages in the voicemail of the CEO. His name is Ilyas Chaudhary and his phone number is (713) 622-5550 ext. 103
Good luck to all.
Still here, bourg.
I was in strong before the Dry well @ around .35-cents
I've since then improved my position, by quite abit.
38 million is a conservative estamite of assets for this company, but I'll dig up some facts on this and get back. Soon we'll relish in those shares for .03 to .05 I've never given up on this company, I have a relative that works for them, who states that they have been increadibly fair to all who are employeed. Even during the lean times.
How's you position? Looking Pretty sweet, I expect.
Jimmie
Still here Jimmie, been buying all this while.
This is great news.
JimmieZip and all; with their assets totalling 38 million-plus [Capco's year end 2007 discounted value with the existing and additional assets is expected to exceed $38.0 million] isn't this a bit conservative?
Any insight would be much appreciated sometime before Monday....
Thanks
Temp
Hello all,
Damn it's great to have you here, actually it's great to have some time to concentrate on my money again.
Thank you Blue for sending over that update! That my friend is strong, obviously you know how much assets that Capco (Cgyn) has. Since missing the big one last year, they have had to regroup and try to find funding for the future. This joint take over,will be great for all. One very big happy family/conglomarant.
Sorry I did not get back with you bourg, vacation then training out of state, kept me very busy. I never did hear back from Capco via e-mail, so I called. The customer help/recptionist told me that the PR dept. had a new head and was very busy, but should be able to get back with me soon.
I now understand....
Monday, upon the right timing of PR - easy .20's only to esculate from there, with a new parent company and consistant PR. That's not spec.
It's good to be conversing again.
Penny-up, Cowboys,
Jimmie
Thanks ChEmillion e
O/S is only 159,713,477 Folks! Just confirmed with the T/A at Computershare Transfer Co.
303-262-0600
Looks like the float is tiny by looking at the recent trade volume. This could be a very big runner in the making.
GL
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