CALGARY, ALBERTA--(Marketwire - June 29, 2010) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Estrella International Energy Services Ltd. (formerly, Everest Ventures Corp.) ("EIES") (TSX VENTURE:EEN) is pleased to announce that on June 25, 2010, it completed its previously announced proposed Qualifying Transaction with Estrella Overseas Limited ("Estrella") pursuant to a merger agreement dated April 30, 2010 whereby its wholly-owned subsidiary in the British Virgin Islands, Everest (BVI) Limited, merged with Estrella (the "Merger"). As a result, Estrella is now a wholly-owned subsidiary of EIES. The Merger constitutes EIES' "Qualifying Transaction" (as such term is defined under the policies of the TSX Venture Exchange (the "Exchange")).
Pursuant to the Merger, the common shares of EIES were consolidated on the basis of 5.27625 pre-consolidated Common Shares for one post consolidated Common Share (a "Post-Consolidated Share") and the name change to "Estrella International Energy Services Ltd." was effected. Former securityholders of Estrella received 100,167,501 Post-Consolidated Shares and 39,712,500 warrants of EIES (the "Warrants"), with each Warrant entitling the holder thereof to receive one (1) additional Post-Consolidated Share at an exercise price of US$1.50 for a period of 5 years from the date of initial issuance.
Subject to final Exchange acceptance, EIES will operate as a Tier 1 Industrial Issuer listed on the Exchange and the trading symbol of EIES will change from EVE.P to EEN. Trading in EIES will remain halted until the Exchange issues the final bulletin in connection with the Merger. EIES expects that the Exchange's final bulletin will be issued in the week of June 28, 2010 and trading is expected to resume shortly thereafter.
Financing Update
Prior to closing to the Merger, EIES and Estrella each waived the mutual condition to complete a non-brokered private placement of US$2.0 million (the "Private Placement") in order to not delay the completion of the Merger. The proceeds to be raised in the Private Placement were not required to finance the near term needs of EIES. EIES will continue to evaluate financing and growth opportunities on a case by case basis.
ABOUT THE RESULTING ISSUER
EIES, through it subsidiaries, will continue the business of Estrella as an oilfield services company with operations in Argentina, Chile, Colombia and Peru.
EIES will supply drilling rigs, products and technology services and systems to the Latin American oil and gas industry. It will also provide products and services for drilling, completion, work over and production of petroleum, geothermal and mining projects.
EIES will have over 250 employees, 7 rigs (3 drilling and 4 work over) and operate or consult on an additional 1 rig (1 drilling).
Board of Directors and Senior Management
- Warren Levy (President, Chairman, CEO and Director)
- Bryan B. Kornegay, Jr. (CFO, Corporate Secretary and Director)
- Carlos A. Contreras, Sr. (Director)
- Andrew Fentress (Director)
- Gustavo E. Garrido (Director)
- John B. Zaozirny, Q.C. (Director)
- Remo Mancini (Director)
The registered office of EIES will be located at Suite 1000 - 250 2nd Street, SW, Calgary, Alberta, T2P 0C1 and its head office will be located in Buenos Aires, Argentina at Carlos Pellegrini 1023, 1st floor, Buenos Aires, Argentina, C1009ABU.
Application for Early Adoption of International Financial Reporting Standards
On January 1, 2008, Estrella adopted International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, and prepared its financial statements for the years ended December 31, 2008 and December 31, 2009 in accordance with IFRS ("Estrella IFRS Statements"). In connection with the filing statement which was prepared for the Merger, EIES obtained an exemptive relief order (the "Exemptive Relief Order") from the Alberta Securities Commission to permit Estrella to provide certain alternative financial disclosure in the filing statement, which included, among other statements, the Estrella IFRS statements.
In the Exemptive Relief Order, EIES represented that since the business of resulting entity from the Merger would be the business of Estrella, EIES would early adopt IFRS upon completion of the Merger.
EIES is pleased to announce that it has applied for exemptive relief from the Canadian securities regulatory authorities to prepare its financial statements in accordance with IFRS for financial periods beginning on or after the completion of the Merger, which is ahead of the mandatory conversion date for Canadian public companies. EIES intends to adopt IFRS commencing with its interim financial statements for the six months ended June 30, 2010. Those financial statements will also include comparative results for the period ended June 30, 2009.
EIES' adoption of IFRS will require the application of IFRS 1, First-time Adoption of International Financial Reporting Standards ("IFRS 1"), which provides guidance for an entity's initial adoption of IFRS. IFRS 1 generally requires that an entity apply all IFRS effective at the end of its first IFRS reporting period retrospectively.
The Merger is considered a "reverse asset acquisition" as such term is defined under IFRS. As result, EIES' accounting will be a continuation of Estrella's accounting which has been completed in accordance with IFRS since December 31, 2008. Accordingly, EIES will account for the Merger as a "reverse asset acquisition" and present consolidated financial statements in its future filings.
The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
Statements in this press release may contain forward-looking information, including statements regarding future financing and acquisition opportunities and receiving final Exchange approval. Any statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to the future business plans and services and final Exchange approval of the Merger.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances, such as future availability of capital on favourable terms, may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of EIES. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and EIES does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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.