2009-06-12-2008-10-01-2008-10-01

Transaction Type
Announce Date
Post Date
Close Date
Estimated Price
CA$30.5MM
Description

To acquire co., gaining 650 BOE/d.

Bonterra Energy Income Trust, Calgary, (Toronto: BNE.UN) plans to acquire Alberta-based Silverwing Energy Inc. for C$30.5 million. Bonterra will pay 0.002226 unit valued at C$33.70 per Silverwing share, or C$0.075 per Silverwing share in cash. Bonterra will pay penalties to third parties of approximately $16.5 million as part of the purchase price. Silverwing shareholders will hold approximately 2% of Bonterra. Silverwing assets include production of approximately 650 barrels of oil equivalent on 10,000 acres in British Columbia and a right to earn an additional 38,000 acres of nonproducing lands in Alberta and British Columbia. Silverwing holds approximately C$74 million in tax pools. Bonterra will pay the cash portion of the acquisition from its existing line of credit. The deal is expected to close in November. Following the Silverwing closing, Bonterra Trust plans to merge with SRX, currently an inactive public company, for approximately C$11.3 million and reorganize under the name Bonterra Energy Corp. Bonterra Energy will then acquire all of the outstanding Bonterra Trust units on a one-for-one basis. Bonterra Trust's strategy to convert to a corporation results from the Oct. 31, 2006, announcement by the Canadian federal government that alters the tax regime for trusts. Bonterra reported in a statement, "Bonterra Trust has been of the opinion that the trust structure is no longer capable of providing maximum value to unit-holders. The trust taxation regime as well as the continued lack of clarity in regard to its enactment has continued to negatively impact the energy trust sector including continued depression in trust unit prices, decreased access to capital and a limited ability to grow based on the 'safe harbour' rules. As well, Bonterra Trust's ability to fully execute its strategy has been compromised. (We) have determined that an early conversion to corporate status will be beneficial to its unit-holders." Bonterra Trust is presently a conventional oil and gas royalty trust with operations in Alberta and Saskatchewan.