TRD Triband Enterprise Corp

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Triwood Capital Corp. (the "Corporation") (TSX VENTURE:TRD) is pleased to
announce that it has entered into a letter of intent dated March 17, 2010 (the
"Letter of Intent") with Red Stag Resources Inc. ("RSR"), whereby the
Corporation has agreed to acquire all of the issued and outstanding securities
of RSR ("RSR Shares"), via the issuance of approximately 88,100,000 common
shares or other securities convertible into common shares of the Corporation
("Triwood Shares"), such that RSR will become a wholly-owned subsidiary of the
Corporation (the "Proposed Acquisition"). Triwood Shares will be issued on the
basis of one (1) Triwood Share for every one (1) RSR Share.


The Corporation is incorporated under the provisions of the Business
Corporations Act (Alberta) with its registered office in Calgary, Alberta. It is
a capital pool company and intends for the Proposed Acquisition to constitute
the "Qualifying Transaction" of the Corporation as such term is defined in the
policies of the TSX Venture Exchange (the "Exchange"). The Corporation is a
"reporting issuer" within the meaning of the Securities Act (Alberta),
Securities Act (British Columbia), Securities Act (Saskatchewan).


RSR is a private corporation incorporated under the provisions of the Canada
Business Corporations Act with its registered office in Calgary, Alberta and its
head office in Toronto, Ontario. RSR is engaged in the exploration and
development of oil and gas interests located in Thailand. RSR is not a reporting
issuer in any jurisdiction in Canada or the equivalent in the United States. The
Qualifying Transaction will be carried out by parties dealing at arm's length to
one another and therefore will not be considered to be a Non-Arm's Length
Qualifying Transaction, as such term is defined under the policies of the
Exchange.


It is expected that upon completion of the Qualifying Transaction, the
Corporation will be classified as a Tier 2 oil and gas issuer under the policies
of the Exchange and will be engaged in the exploration and development of
prospective oil and gas properties.


Description of the Properties

RSR's assets consist of four (4) onshore petroleum exploration blocks in
Thailand comprised of approximately three (3) million net acres (the
"Properties"). The four (4) onshore petroleum blocks are Block L9/48, L17/48,
L3/50 and L14/50. Blocks L9/48 and L17/48 are joint ventured with an Australian
Stock Exchange listed issuer, with RSR holding a 50% joint venture interest.
Block L3/50 and Block L14/50 are controlled 100% by RSR.


The Proposed Acquisition

Pursuant to the terms of the Letter of Intent, it is intended that the
Corporation will acquire RSR pursuant to a reverse take-over transaction which
will be effected by way of an amalgamation, arrangement, share exchange or other
similar form of transaction.


There are currently 88,100,000 RSR Shares issued and outstanding. The
Corporation currently has 3,000,000 Triwood Shares issued and outstanding and
has granted options to acquire up to an additional 450,000 Triwood Shares. As
consideration for their securities, each RSR shareholder will receive one (1)
Triwood Share in exchange for each RSR Share that they own. The Triwood Shares
to be issued to certain principals of RSR in connection with the Proposed
Acquisition may be subject to the escrow requirements of the Exchange, if
applicable.


Upon completion of the Proposed Acquisition and assuming completion of the
Brokered Financing (as defined below), the Corporation will continue to conduct
the business of RSR as currently carried on.


Insiders and Board of Directors of the Resulting Issuer

In connection with the completion of the Proposed Acquisition, it is intended
that Kevin Blanchette will resign as President and Chief Executive Officer of
the Corporation. Upon the resignation of Mr. Blanchette, David Little, currently
Chief Executive Officer of RSR, will be appointed as Chief Executive Officer of
the Corporation and Mr. Luc Desmarais, currently President of RSR, will be
appointed President of the Corporation.


The following is a brief description of the background and experience of the
proposed directors, officers and insiders of the Corporation upon completion of
the Proposed Acquisition:


David Little - Proposed Chief Executive Officer and Director

Mr. Little is the founder of RSR. In 2002 he founded Avery Resources Inc.
("Avery") and by 2008 had built Avery into a TSX-listed oil and gas producer and
explorer in both Australia and Canada with nearly one million net acres of
prospective lands under exclusive license. For twenty years prior to founding
Avery, Mr. Little worked with several national Canadian investment firms and was
directly involved in the start-up and mezzanine financing of numerous public
companies. Mr. Little earned his B.Sc. from the University of Western Ontario in
1972 and an MBA from York University in 12975. Mr. Little currently serves on
the boards of several corporations and not-for profit organizations.


Luc Desmarais - Proposed President and Director

Mr. Desmarais has over 20 years of international business experience in Asia. As
Managing Director of several Thai resource companies, he has ensured full
compliance with relevant government regulations and has managed operations by
dealing directly with geologists, drilling contractors, seismic companies and
field personnel. Mr. Desmarais' experience in the oil and gas industry includes
experience in the areas of permitting, exploration, drilling, completions and
production. Mr. Desmarais earned an MBA from the University of Ottawa's
executive program in 1996.


Kevin Blanchette - Proposed Director

Mr. Blanchette worked as a senior manager with the Solicitor General and Justice
Division of the Government of Alberta from 1995 to 2004. Mr. Blanchette has
served as Director (2004-2006), Chief Operating Officer (2004-2005), and
President and Chief Executive Officer (2005-2006) of International Health
Partners Inc., a publicly traded dental and medical practice management company
listed on the Exchange. Mr. Blanchette is currently the managing partner of
Evolve Capital Group Inc., a private investment corporation.


Paul Kroshko - Proposed Director

Kr. Kroshko is the President and Chief Executive Officer of TSX-listed
PetroAmerica Oil Corp. ("PetroAmerica"), a Columbia-focused oil and gas
explorer. Prior to Mr. Kroshko's involvement with PetroAmerica he was VP
Exploration with Petrominerales in Colombia from May 2006 until May 2008. Prior
thereto he was Latin America Exploration Manager for Petrobank since March 2005.
During his tenure leading the exploration initiative, Petrominerales discovered
several new fields including Corcel and Mapache. Petrominerales currently
produces approximately 30,000 barrels of oil per day in Colombia. Mr. Kroshko
has held various technical and managerial positions both domestic and
international, including Indonesia, North Africa and South America.


Kevin Rooney - Proposed Director

Mr. Rooney is a partner at Heenan Blaikie LLP, practises in the area of
corporate and securities law and has been involved in numerous offerings of
equity securities, both by prospectus and private placement. He has also been
involved in a number of corporate reorganizations and restructurings, take-over
bids, acquisitions and dissident proxy solicitations. Mr. Rooney has accumulated
experience in a wide variety of financing transactions for issuers in various
industries, such as mining, financial services, biotechnology and medical
devices, software development, gaming and alternative energy.


Proposed Brokered Financing

Prior to or concurrent with the closing of the Proposed Acquisition, the
Corporation expects to complete a brokered financing in a minimum amount of
$3,000,000 (the "Brokered Financing"). Any securities issued pursuant to the
Brokered Financing may be subject to escrow and applicable statutory hold
periods. The net proceeds of the Brokered Financing will be used by the
Corporation to finance the exploration and development of prospective oil and
gas properties.


Sponsorship of Qualifying Transaction

Sponsorship of a Qualifying Transaction of a capital pool company is required by
the Exchange unless an exemption from this requirement can be obtained in
accordance with the policies of the Exchange. The Corporation has not yet
retained a sponsor in connection with the Proposed Acquisition, and there is no
assurance that an exemption from this requirement will be obtained.


Additional Information

Completion of the Proposed Acquisition is subject to a number of conditions
including, but not limited to, the closing of the Brokered Financing, the
satisfaction of the Corporation and of RSR in respect of certain due diligence
investigations to be undertaken by each party, the completion of a definitive
agreement setting forth the terms and conditions set out in the Letter of
Intent, closing conditions customary to transactions of the nature of the
Proposed Acquisition, Exchange acceptance and, if required by Exchange policies,
majority of the minority shareholder approval. Where applicable, the Proposed
Acquisition cannot close until the required shareholder approval is obtained and
there can be no assurance that the Proposed Acquisition will be completed as
proposed or at all.


If and when a definitive agreement between Triwood and RSR is executed, in
accordance with the policies of the Exchange, Triwood will issue a subsequent
press release containing the details of the definitive agreement and additional
terms of the Proposed Acquisition, including information relating to
sponsorship, summary financial information in respect of RSR, reserves
information relating to the properties of RSR and to the extent not contained in
this press release, additional information with respect to the Brokered
Financing and the proposed directors, officers, and insiders of the Corporation
upon completion of the Proposed Acquisition.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Proposed
Acquisition, any information released or received with respect to the Proposed
Acquisition may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative.


Captus Partners LLP has acted as financial advisors to RSR in respect of this
transaction.


Cautionary Statements

This news release contains "forward-looking statements" within the meaning of
applicable securities laws relating to the proposal to complete the Proposed
Acquisition and associated transactions, including statements regarding the
terms and conditions of the Proposed Acquisition and associated transactions.
Readers are cautioned not to place undue reliance on forward-looking statements.
Actual results and developments may differ materially from those contemplated by
these statements depending on, among other things, the risks that the parties
will not proceed with the Proposed Acquisition and associated transactions, that
the ultimate terms of the Proposed Acquisition and associated transactions will
differ from those that currently are contemplated, and that the Proposed
Acquisition and associated transactions will not be successfully completed for
any reason (including the failure to obtain the required approvals or clearances
from regulatory authorities). The statements in this news release are made as of
the date of this release. The Corporation undertakes no obligation to comment on
analyses, expectations or statements made by third parties in respect of the
Corporation, RSR, the Properties or their respective financial or operating
results or (as applicable), their securities.

Grafico Azioni Triband Enterprise Corp (TSXV:TRD)
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Da Ott 2024 a Nov 2024

Grafico Azioni Triband Enterprise Corp (TSXV:TRD)
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Da Nov 2023 a Nov 2024