Stream Oil & Gas Ltd. announces Closing of Acquisition, Name Change, Share Consolidation and Change of Directors
April 8, 2008
Stream Oil & Gas Ltd. (the “Company”), formerly L.G.R. Resources Ltd., is pleased to announce the following:
Closing of Acquisition of Stream Oil & Gas Ltd. (Cayman Islands)
On April 4, 2008, the Company completed the transactions disclosed in the news releases dated January 15, 2008 and March 14, 2008. The Company acquired by way of a share exchange (the “Acquisition”), all of the issued and outstanding shares of Stream Oil & Gas Ltd., a private Cayman Islands company (“Stream”). The Acquisition received shareholder approval at the Company’s annual and special meeting held on March 11, 2008.
Share Consolidation and Name Change
In conjunction with the Acquisition, the Company’s issued share capital has been consolidated on a four old shares for one new share basis further to the share consolidation approved by the shareholders at the meeting. In addition, the Company cancelled 15,000,000 pre-consolidated shares and the Company changed its name to “Stream Oil & Gas Ltd.”.
Existing shareholders of the Company will be sent a letter of transmittal with instructions to exchange their share certificates for new share certificates representing the consolidated common shares and the new corporate name.
Resumption of Trading on CNQ
The common shares of the Company will resume trading on the CNQ under the Company’s new symbol “STRM” on the date indicated in the CNQ’s final bulletin relating to the Acquisition. Further to the share consolidation and name change, the new CUSIP no. for the common shares of the Company is 86323Y 104 and the new ISIN no. is CA 86323Y 1043.
The Company’s application to list its common shares on the TSX Venture Exchange is pending.
Directors and Officers
Following the resignations of Alan T. Charuk, Ian H. Mann, and Daming Yang, the Company’s board now consists of: Leslie Goodman, Sotirios Kapotas, Georgios‑Antonios Mortakis-Martakis, Lee Southern and Glenn Whiddon.
The new senior officers of the Company are: Sotirios Kapotas, President and Chief Executive Officer; Angela Huxham, Corporate Secretary and Acting Chief Financial Officer; Nikolaos Mortakis‑Martakis, Vice President; and Arian Tartari, Public Relations Officer, Albania Stream Branch.
Oil & Gas Properties
Stream, the Company’s wholly owned Cayman Islands subsidiary, is engaged in oil and gas exploration, development and production. Stream was founded to acquire interests in petroleum producing fields in the Republic of Albania (“Albania”) and elsewhere. On August 8, 2007, Albpetrol Sh.A (“Albpetrol”), the Albanian state exploration and production company, transferred to Stream four license agreements (“License Agreements”) with Albania’s National Petroleum Agency (“AKBN”). These License Agreements gave Stream access to three fully developed onshore oil fields and one partially developed onshore gas field. At the time, each field was operated by Albpetrol. On August 8, 2007, Stream also entered into four petroleum agreements (“Petroleum Agreements”) with Albpetrol which, together with the License Agreements, govern Stream’s rights in respect of the three oil fields and the gas field.
The Company has started operations in all four properties since November 2007 by progressively taking over existing wells. Presently in the oil fields a well rehabilitation program is ongoing with a scope to understand well behavior and define appropriate methods to be applied for crude oil production enhancement that will add to the current existing production of the Company. A 3D passive seismic program is running over the gas field in order to map the existing production area and define the upside potential of the area.
Further information on Stream and its oil and gas properties is included in the Company’s Information Circular dated February 12, 2008 available at www.sedar.com.
The Company’s authorized capital consists of an unlimited number of common shares without par value. Following the share consolidation and Acquisition, the Company has 38,680,341 common shares issued and outstanding. A further 1,000,000 common shares have been reserved for issuance on exercise of stock options to purchase common shares of the Company at $1.50 per share until April 4, 2010 which were granted to directors and consultants concurrent with completion of the Acquisition. A further 7,291,796 shares have been reserved for issuance on the exercise of outstanding warrants. On a fully diluted basis, the issued share capital would be 46,372,137 common shares.
Up to 25,000,000 post‑consolidated common shares of the Company issued in connection with the Acquisition are subject to the escrow requirements of the CNQ and/or potential requirements of the TSX Venture Exchange and will be releasable from escrow in stages in accordance with securities regulatory requirements.
The Company’s auditor will be Davidson & Company LLP, Chartered Accountants, 1200‑609 Granville Street, P.O. Box 10372, Vancouver, British Columbia V7Y 1G6.
Registrar and Transfer Agent
Pacific Corporate Trust Company, Vancouver, BC and Toronto, Ontario, will continue to be the Company’s registrar and transfer agent.
Sotirios Kapotas is the person responsible for this news release and can be contacted at the Company’s head office above, or by email email@example.com.
The Company’s Vancouver contact is Angela Huxham, 604-723-3152 (firstname.lastname@example.org)
The Canadian trading and Quotation System Inc. (“CNQ”) has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances except as required under applicable securities legislation.