CALGARY, ALBERTA--(Marketwire -04/09/12)- Bridge Resources Corp. (the "Corporation") (TSX-V: BUK.V - News), is pleased to announce that it has completed its previously announced transaction (the "Asset Sale") involving the sale of all or substantially all of the Corporation's assets on April 5, 2012, as detailed in the Corporation's Notice of Meeting and Proxy Statement and Information Circular dated March 6, 2012 and approved by shareholders on March 30, 2012. The Corporation intends to file articles of amendment giving effect to the share consolidation and name change to Idaho Natural Resources Corp. that were also overwhelmingly approved by shareholders on March 30, 2012, in due course.
In connection with the transactions contemplated by the Asset Sale, a private oil and gas company ("PrivateCo") acquired a 36% interest in the Corporation's Willow Hamilton Development Area in exchange for US$1.5 million. PrivateCo also acquired an 85% working interest of the Corporation's 100% leased acreage outside of the Willow Hamilton Development Area (the "Idaho Acreage") in exchange for a 15% carried working interest (the "15% CWI") in a US$8 million exploration work program of the Idaho Acreage over a 24 month period following closing. As part of the Asset Sale and in exchange for the release and discharge of the Corporation's aggregate secured debt, accrued interest and fees of approximately US$48 million owed to its senior lending syndicate (the "Syndicate"), the Syndicate was issued a 6% net profits interest in the Willow Hamilton Development Area, a 14% working interest in the Willow Hamilton Development Area, a 4.5% carried working interest (out of the 15% CWI) in the Idaho Acreage, a 3% overriding revenue royalty interest over the 15% CWI and the Corporation's net profits interest in the Durango field and well from the North Sea, as well as certain residual cash proceeds. Also in connection with the Asset Sale, and in exchange for the general release and discharge of an outstanding promissory note of approximately US$20 million in favor of Conig 818 LLC ("Conig"), the Corporation granted a 3.5% carried working interest (out of the 15% CWI) in the Idaho Acreage and a US$4 million secured promissory note with an 18 month term and a 10% per annum interest rate to Conig.
Following the Asset Sale, the Corporation continues to have a 7% carried working interest in the Idaho Acreage. The Corporation will be transferred to the NEX board of the TSX Venture Exchange.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, certain information presented herein constitutes "forward-looking statements". More particularly, this press release contains statements concerning the Corporation's intention of filing articles of amendment. The forward-looking statements contained in this document are solely opinions and forecasts which are uncertain and subject to risks. Forward-looking statements include but are not limited to uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: non-performance of agreements in accordance with their terms; the impact of competition; commodity prices; regulatory environment and inability to obtain required regulatory approvals; tax laws and treatment; the ability of the Corporation to raise sufficient capital to complete future projects and satisfy future commitments; labour and material shortages; and certain other risks detailed from time to time in the Corporation's public disclosure documents which can be found at www.sedar.com. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned that the assumption used in the preparation of the forward-looking statements, 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.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
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.
- TSX Venture Exchange