Kelt Exploration Ltd. has entered into an agreement with Artek Exploration Ltd., pursuant to which Kelt will acquire all of the issued and outstanding common shares of Artek on the basis of 0.34 of a Kelt common share for each Artek common share. The acquisition will be effected by way of a statutory plan of arrangement.

Based on the volume-weighted average trading price of the Kelt common shares for the five trading days ended February 20, 2015 of $8.10 on the Toronto Stock Exchange, the deemed acquisition price is approximately $307 million, comprised of the issuance of approximately 26.9 million Kelt common shares and the assumption of an estimated $89.5 million of net debt as of February 20, 2015, which includes estimated associated transaction costs of approximately $5.6 million.

Using the five-day volume-weighted average trading price of the Kelt common shares ending February 20, 2015 of $8.10 and based on the share exchange ratio of 0.34, the implied purchase price per Artek common share is $2.76, which represents a 61% premium to the volume-weighted average trading price of the Artek common shares for the five trading days ending February 20, 2015.

Tags: Artek Exploration Ltd., Kelt Exploration Ltd.