January 9th, 2012
Vancouver, BC - Teck Resources Limited (TSX: TCK.A,
TCK.B, NYSE: TECK) ("Teck") and SilverBirch Energy
Corporation ("SilverBirch") (TSX-V:SBE) announced today
that they have entered into an agreement for Teck to
acquire SilverBirch by way of a plan of arrangement under
the Canada Business Corporations Act. Under the
arrangement, SilverBirch shareholders will receive CAD
$8.50 in cash and one share of a new company,
SilverWillow Energy Corporation ("SilverWillow"), per
SilverBirch common share. SilverWillow will hold
substantially all of the assets of SilverBirch other than
SilverBirch's 50% interest in the Frontier and Equinox
oil sands project. In connection with the arrangement,
Teck will contribute to SilverWillow CAD $25 million in
working capital and its 50% interest in several oil sands
leases that are currently jointly owned with SilverBirch.
As a result, SilverWillow is expected to begin operations
with approximately CAD $25 million in net working
capital.
The cash portion of the consideration to SilverBirch
shareholders represents a premium of approximately 31% to
the 20 day volume weighted average price of SilverBirch
common shares on the TSX Venture Exchange. In addition,
SilverBirch shareholders will retain their exposure to
SilverBirch's in situ assets through their retained
interest in SilverWillow.
"For a net cash outlay of $435 million, this transaction
strengthens the Frontier project," said Don Lindsay, Teck
President and Chief Executive Officer. "The Frontier
ownership structure is simplified, our exposure to oil
sands leases not amenable to mining is reduced, and Teck
now has the opportunity to explore new potential
partnerships and other alternatives to move Frontier
towards development."
Howard Lutley, President and Chief Executive Officer of
SilverBirch commented, "We believe this transaction
provides excellent value to the SilverBirch shareholders
and that this is the appropriate time for us to exit the
Frontier project. SilverWillow will be able to focus its
attention on the very promising, existing 100% owned,
Audet in situ oil sands prospect while gaining 100%
control over the Birch Mountains leases and other lands
that have significant oil sands exploration potential".
Teck and SilverBirch have entered into an agreement
providing for, among other things, a non-solicitation
covenant on the part of SilverBirch, subject to customary
"fiduciary out" provisions that entitle SilverBirch to
consider and accept a superior proposal, a right in favor
of Teck to match any superior proposal and the payment to
Teck of a termination payment of $20 million in certain
circumstances. Holders of 39% of outstanding SilverBirch
shares have agreed to vote in favor of the transaction.
In addition, Teck owns approximately 9.4% of the
outstanding SilverBirch shares.
The board of directors of SilverBirch has unanimously
approved the transaction, after consultation with its
financial and legal advisors, and has determined
unanimously that the transaction is fair to SilverBirch's
shareholders and is in the best interests of SilverBirch
and SilverBirch's shareholders. The SilverBirch board
unanimously recommends that SilverBirch shareholders vote
in favor of the arrangement. SilverBirch's Financial
Advisors, RBC Dominion Securities and TD Securities Inc.,
have each provided an opinion that the consideration
offered in the transaction is fair, from a financial
point of view, to SilverBirch shareholders, other than
Teck. Blake Cassels & Graydon LLP and Torys LLP are
acting as legal counsel to SilverBirch. Stikeman Elliott
LLP is acting as legal counsel to Teck.
Completion of the transaction is subject to receipt of
the necessary regulatory approvals and approval by
SilverBirch shareholders, as well as other customary
conditions. Full details of the transaction will be
included in an information circular to be mailed to
SilverBirch shareholders in accordance with applicable
securities laws. The transaction is expected to close on
or before April 16, 2012.
About Teck
Teck is a diversified resource company committed to
responsible mining and mineral development with major
business units focused on copper, steelmaking coal, zinc
and energy. Headquartered in Vancouver, Canada, its
shares are listed on the Toronto Stock Exchange under the
symbols TCK.A and TCK.B and the New York Stock Exchange
under the symbol TCK. Further information about Teck can
be found at: .
About SilverBirch
SilverBirch Energy Corporation is a pre-production oil
sands company headquartered in Calgary, Alberta, Canada.
SilverBirch has a portfolio of mining and in situ oil
sands properties, including 50% ownership of the Frontier
and Equinox Projects. To learn more, please visit .
About the Frontier Project
The Frontier project, which includes Equinox (Lease 14),
is a proposed truck-and-shovel oil sands mining project
located in north-eastern Alberta on the west side of the
Athabasca River.
On November 25, 2011, a regulatory application was filed
with the Alberta Energy Resources Conservation Board,
Alberta Environment and the Canadian Environmental
Assessment Agency. Subject to permitting, development is
expected to take place in phases, with eventual
production of more than 277,000 barrels of partially
deasphalted bitumen per day. A total of 2.8 billion
barrels are expected to be produced over the anticipated
30 year life of the project. The Frontier project will
make use of the best practices for sustainable and
responsible development, including technology for faster
treatment of tailings, barrier walls to control seepage,
off-stream water storage capacity so that water will not
be required to be drawn from the Athabasca River during
low-flow periods, and a plan for full reclamation of the
project site.
About SilverWillow
Subject to completion of the Plan of Arrangement,
SilverWillow Energy Corporation will be a Calgary,
Alberta based pre-production oil sands company with a
portfolio of exploration leases in Canada's Athabasca oil
sands. This includes the 100% owned Audet lands which
have 1.69 billion barrels of discovered bitumen
initially-in-place as determined by an independent
assessment prepared by Sproule Unconventional Ltd (the
"Audet Report").
The Audet Report, effective September 30, 2011, is based
on the results from the 2011 drilling program conducted
by SilverBirch, and was prepared in accordance with
National Instrument 51-101 Standards of Disclosure for
Oil and Gas Activities and the Canadian Oil and Gas
Evaluation Handbook as published by the Society of
Petroleum Evaluation Engineers (Calgary Chapter) and the
Petroleum Society of Canada. The Audet lands, which
comprise the two oil sands leases 418 and 271, are
located 110 kilometres north-east of Fort McMurray, and
approximately 40 kilometres north of Cenovus Energy
Inc.'s proposed Telephone Lake project. Thirty-four core
holes were drilled in the area during the first quarter
of 2011 to evaluate the reservoir quality and bitumen
characteristics, to define the extent of the bitumen
resource and to provide an initial indication of the cap
rock integrity for assessment of potential recovery
processes. In addition, SilverBirch has engaged an
independent engineering consulting company to conduct a
preliminary assessment of the cap rock integrity within
the Audet lands. SilverBirch has also commenced
operations on its 2012 Audet winter field program, which
is expected to comprise further resource delineation
drilling; additional cap rock evaluation, including
mini-frac tests; hydrogeological investigations and a 2D
seismic acquisition program.
Full details respecting the resources assessments
associated with the Audet Lands is provided in
SilverBirch's October 13, 2011 news release filed under
SilverBirch's profile on SEDAR at ..
For further information, please contact:
Teck Investor Contact:
Greg Waller
Teck Resources Limited
Tel.: (604) 699-4014
email: greg.waller@teck.com
Teck Media Contact:
Marcia Smith
Teck Resources Limited
Tel.: (604) 699-4616
email: marcia.smith@teck.com
SilverBirch Investor Contact:
Howard Lutley
SilverBirch Energy Corporation
Tel.: (403) 538-7004
email: mail@silverbirchenergy.com
SilverBirch Media Inquiries:
Karissa Boley
NATIONAL Public Relations
Tel.: (403) 531-0331 ext. 486
Email: kboley@national.ca
Forward Looking Information Advisory
This news release contains "forward-looking information"
within the meaning of applicable securities laws.
Forward-looking information is frequently characterized
by words such as "plan", "expect", "project", "intend",
"believe", "anticipate", "estimate" , "potential" and
other similar words, or statements that certain events or
conditions "may" or "will" occur. The forward-looking
information in this news release relates, but is not
limited to, statements with respect to the arrangement
and timing of the completion of the arrangement,
expectations respecting the net working capital of
SilverWillow on the commencement of its operations,
expectations respecting Audet in-situ oil sands
prospects, the exploration potential of the Birch
Mountains leases and other lands to be transferred to
SilverWillow, development plans and expectations and
production estimates for the Frontier project, life of
the Frontier project and expectations and planning for
the proposed 2012 winter field program on the Audet
lands. Information relating to "resources" is
forward-looking information, as it involves the implied
assessment, based on estimates and assumptions, that the
resources described exist in the quantities predicted or
estimated, and can be profitably produced in the future.
The forward-looking information set out in this news
release, is based on certain expectations and assumptions
regarding, among other things, the terms of the
arrangement agreement and the plan of arrangement,
receipt of necessary approvals, the geography of the
areas in which Teck and SilverBirch are conducting
exploration and development activities, the sufficiency
of budgeted capital expenditures in carrying out planned
activities, the accuracy of testing results and seismic
data, the accuracy of resource estimates and the general
continuance of current or, where applicable, assumed
operational, regulatory and industry conditions. In
general, estimates of bitumen are based upon a number of
factors and assumptions made as of the date on which the
resource estimates were determined, such as geological
and engineering estimates, which have inherent
uncertainties. These expectations and assumptions are
based on certain factors and events that are not within
the control of Teck, SilverBirch or SilverWillow and
there is no assurance they will prove to be correct.
Forward-looking information is subject to known and
unknown risks and uncertainties and other factors which
may cause actual results, levels of activity and
achievements to differ materially from those expressed or
implied in such forward-looking information. Such risks,
uncertainties and factors include, among others, the
arrangement is subject to the satisfaction of customary
closing conditions, the approval of the SilverBirch
shareholders and the approval of the Court, the
arrangement may not be completed in the manner or on the
timelines currently contemplated, or at all, the
development of the Frontier project may not occur in the
manner currently contemplated and the results of such
development may not be as currently anticipated, risks
relating to the early stage of development of the Audet
assets and the general risks associated with exploring
for, developing and producing bitumen. For reasons
currently unforeseen, the proposed 2012 winter field
program on the Audet lands may not occur in the manner or
on the timelines currently anticipated or at all. In
addition, there are numerous uncertainties inherent in
estimating bitumen, including many factors beyond the
control of Teck, SilverBirch and SilverWillow. There is
no certainty that it will be commercially viable to
produce any portion of the resources attributed to the
Audet lands. Additional risks relating to the business
and operations of Teck and SilverBirch are set forth in
each company's continuous disclosure documents filed
under their respective profiles on SEDAR at .
Teck and SilverBirch undertake no obligation to update
forward-looking information if circumstances or
management's estimates or opinions should change, except
as required by law. The reader is cautioned not to place
undue reliance on forward looking information.
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.