HAMILTON, Bermuda, Sept. 26, 2014 (GLOBE NEWSWIRE) -- TransAtlantic Petroleum Ltd. (NYSE-MKT:TAT) (TSX: TNP ) (the "Company" or "TransAtlantic") today announced the successful completion of its due diligence on Stream Oil & Gas Ltd. ("Stream") and its intention to pursue the acquisition of Stream, as announced on September 3, 2014. The Company expects to close the acquisition in November 2014.
TransAtlantic anticipates that Stream will hold a special meeting of shareholders to approve the acquisition on November 12, 2014. Prior to Stream's special meeting of shareholders, TransAtlantic intends to host open houses in Vancouver, Calgary and Toronto, Canada to discuss the acquisition with Stream shareholders.
Due Diligence Process
Over the past 60 days, TransAtlantic has conducted a thorough review of Stream, which included several trips to Canada, three trips to Albania and several hundred man-hours. The most significant areas of diligence included the confirmation of Stream's legal status and title to its properties; a review of Stream's reserves and geology; and an evaluation of Stream's operations. TransAtlantic's counsel reviewed all material contracts, communicated with relevant Stream personnel, and prepared recommendations on each of the acquisition's critical elements.
Last week, TransAtlantic's management, including Chairman and Chief Executive Officer, N. Malone Mitchell 3 rd , travelled to Albania and met with Dael Dervishi, Executive Director of the Albanian National Agency of Natural Resources ("AKBN"), Endri Puka, the Administrator of Albpetrol sh.a, the Albanian state-owned oil company, and Dorian Ducka, the Albanian Deputy Minister of Energy and Industry.
"I was extremely impressed with our meetings in Albania," commented Mr. Mitchell. "They welcomed us with enthusiasm and expressed their interest in partnering with TransAtlantic to grow oil and gas production in Albania. Mr. Dervishi of AKBN confirmed that Stream's licenses are valid and that AKBN has no outstanding concerns with Stream. They are supportive of Stream's proposed takeover of the remainder of the Ballsh field, which is an important issue for us."
"Mr. Puka of Albpetrol also confirmed that Stream is in compliance with its licenses and that Albpetrol has no outstanding issues with Stream," Mr. Mitchell continued. "He confirmed that progress has been made in the proposed mineral tax-related amending agreements, and that there are no issues for Stream to take over the remainder of the Ballsh field. Mr. Ducka of the Albanian Ministry of Energy and Industry expressed that Albania whole-heartedly welcomes our planned investment in the country. We look forward to a strong working relationship with all three parties as we accelerate the development of Albania's oil and gas fields."
Execution and acceptance of the mineral tax-related amending agreements within nine months of the acquisition closing date would trigger payment of the remaining 15% of TransAtlantic acquisition shares, as detailed in the Company's September 3, 2014 press release.
TransAtlantic's management made three separate visits to Stream's operations in Albania, near the cities of Fier, Vlorë and Ballsh. A team of TransAtlantic's management evaluated Stream's operations and facilities. They found the wells to be in need of investment, but the facilities and transportation channels to be generally sound. TransAtlantic intends to work with Stream's existing staff in Albania to fully understand and overcome past challenges and effectively deploy capital.
"During my visit to Albania, I wanted to better understand the subsurface aspects of these fields," said Mr. Mitchell. "My meetings with Stream's operations manager and geologists and a review of their maps and random well files served to confirm my conviction that these properties are a great fit for us and have significant potential. We now have a sufficient understanding of the geology of the fields to proceed with the consummation of the Stream acquisition. I will point out, however, that we still have a lot of work to do before we can discuss specific details of our planned work program or the potential of the properties."
Resumption of Drilling Operations on the Delvina-34H1 Well (D34H1)
Stream has reached a General Security Agreement with Viking International, which will facilitate the resumption of drilling operations on the Delvina-34H1 well (D34H1) in the near future.
Loan Forbearance
TransAtlantic is also pleased to report that the repayment date of Stream's shareholder loan has been extended until after the anticipated acquisition closing date. Riaffeisen Bank also indicated that it would consider a deferral of Stream's September 30, 2014 loan payment for a period of up to 60 days, based on the pending acquisition.
Open Houses for Stream Investors, Voting and Support Agreements
TransAtlantic intends to host open houses in Vancouver, Calgary and Toronto, Canada prior to Stream's special meeting of shareholders, which the Company expects will be scheduled for November 12, 2014. At the open houses, TransAtlantic's management will give a brief presentation on its properties and plan for future growth including Albania, in addition to answering investors' questions. TransAtlantic expects to make an announcement of the dates, times and locations of the open houses when they have been arranged. Certain of the directors and officers of Stream and certain other shareholders representing approximately 42.7% of Stream's outstanding common shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Stream shares in favor of the acquisition.
About TransAtlantic Petroleum Ltd.
TransAtlantic Petroleum Ltd. is an international oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas. The Company holds interests in developed and undeveloped properties in Turkey and Bulgaria.
(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
Forward-Looking Statements
This news release contains statements concerning the timing of the closing of the transaction and the timing and receipt of applicable shareholder, court and third party approvals, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, the timing of the closing of the acquisition and the receipt of applicable shareholder, court and third party approvals.
Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include the risks that the conditions to the acquisition will not be satisfied or the acquisition will not close on the terms expected.
The forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Taylor Beach Director of Investor Relations (214) 265-4746 TransAtlantic Petroleum Ltd. 16803 Dallas Parkway Addison, Texas 75001 (214) 220-4323 http://www.transatlanticpetroleum.com
