BAKERSFIELD, California, April 6 /PRNewswire/ --
Foothills Resources, Inc. (OTC Bulletin Board: FTRS) today announced the completion of a stock-for-stock merger with Brasada California, Inc., a privately held Delaware corporation engaged in the acquisition, exploration and development of oil and natural gas properties ("Brasada"). Foothills will retain Brasada's senior management team led by CEO Dennis B. Tower, President John L. Moran and Chief Financial Officer W. Kirk Bosche. The merger resulted in Brasada becoming a publicly traded company, and Brasada's management and Board of Directors have assumed operational control of Foothills.
Concurrent with the closing of the merger, Foothills completed a US$10.8 million private placement financing to a group of institutional and accredited investors involving the issuance of 15,383,009 units, representing 15,383,009 shares of Foothills common stock and warrants to purchase an additional 11,537,257 shares of Foothills common stock exercisable at US$1.00 per share. The net proceeds from the financing of approximately US$10.1 million will be used for general working capital purposes.
Denny Tower, the Company's CEO, stated, "this transaction represents the accomplishment of a major objective for the Company, and I am very excited about our growth potential. The Company will be following the Brasada business plan to develop lower risk oil and gas opportunities near existing infrastructure. Underexploited oil and gas resources of certain areas of onshore California will be the initial focus of the Company's efforts. With an established and experienced management team, Foothills is now prepared to implement its growth strategy as an independent E&P company."
In connection with the merger, Foothills completed a split-off transaction in which it divested its prior business operations and the assets and liabilities associated with that business to its then controlling stockholder. As the result of the merger and the split-off, the Company has abandoned its prior business plan and operations, has adopted the business plan and operations of Brasada, and has changed the address of its principal executive offices to P.O. Box 2701, Bakersfield, California 93303.
About Foothills Resources, Inc.
Foothills Resources, Inc. is an oil and gas acquisition, exploration and production company, headquartered in Bakersfield, California. Our business strategy is to identify and exploit low risk resources in and adjacent to existing or indicated producing areas that can be quickly developed and put on production at low cost, including the acquisition of producing properties with exploitation and exploration potential. We will also take advantage of our expertise to develop exploratory projects in focus areas and to participate with other companies in those areas to explore for oil and natural gas using state-of-the-art 3D seismic technology. Our management will use its extensive domestic and international oil and gas experience and our relationship with the well known energy consulting group Moyes and Co., Inc. (www.moyesco.com) to establish and grow the Company.
SEC Filings and Forward-Looking Statements
Additional information regarding the Company's private placement, the merger with Brasada, the disposition of Foothills' prior operating business, and the Company's officers and directors is contained in the Company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission on April 6, 2006.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements. The words "will," "should," "believe," "intend," "expect," "anticipate," "project," "estimate," "predict," "plan" and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding business strategy and expansion and growth of our business and operations. Such forward-looking statements involve assumptions and are subject to known and unknown risks and uncertainties that could cause actual results or performance to differ materially from those expressed or implied by such forward-looking statements. Although we believe that the assumptions reflected in such forward-looking statements are reasonable, we can give no assurance that such assumptions will prove to have been correct. You should also know that such statements are not guaranties of future performance and are subject to risks, uncertainties and assumptions, including, but not limited to, failing to discover reserves that may be extracted on a commercially viable basis, inaccurately estimating oil and gas reserves, intense competition, environmental risks and general economic conditions including the price of oil and gas. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Should any of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements. We undertake no obligation to publicly release the result of any revision to these forward-looking statements to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and cash flows.
Web site: http://www.moyesco.com
