FieldPoint Petroleum Corporation (AMEX: FPP) today announced that it
will commence an exchange offer for a minimum of 51% and a maximum of
100% of the outstanding shares of common stock of Basic Earth Science
Systems, Inc. (OTC Bulletin Board: BSIC.OB). The exchange ratio will be
one share of FieldPoint common stock for every two (2) shares of Basic
common stock.
On January 13, 2009, the closing price of a share of FieldPoint common
stock was $2.92 and the closing price of a share of Basic common stock
was $0.65. Based on these closing prices, the exchange ratio for the
offer represents a value of $1.46 per share of Basic common stock, an
$0.81 per share (125%) premium over the market price.
The exchange offer will be conditioned upon, among other things, a
registration statement for the issuance of FieldPoint shares in the
exchange offer being declared effective by the Securities and Exchange
Commission; at least 51% of Basic’s shares being validly tendered in the
exchange offer and not withdrawn; the expiration or termination of any
waiting periods under applicable antitrust laws; receipt of any required
consents under the terms of Basic’s debt agreements, and listing of the
FieldPoint stock to be issued in the exchange on the AMEX. The complete
terms and conditions of the exchange offer will be set forth in the
registration statement and other offering documents to be filed by
FieldPoint with the Securities and Exchange Commission.
This press release is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any securities. Any
exchange offer will be made only through a registration statement and
related materials. In connection with the exchange offer, FieldPoint
will file a registration statement on Form S-4 (containing a prospectus)
with the Securities and Exchange Commission. Investors and stockholders
of Basic are advised to read this registration statement and other
disclosure materials, when they become available, carefully because they
will contain important information about FieldPoint, Basic and the
exchange offer. Investors and stockholders of Basic may obtain a free
copy of the disclosure materials and other documents to be filed by
FieldPoint with the Securities and Exchange Commission at the SEC’s
website, www.sec.gov.
A free copy of the disclosure materials and other documents of
FieldPoint may also be obtained from FieldPoint by requesting them from
the President, FieldPoint Petroleum Corporation, 1703 Edelweiss Drive,
Cedar Park, Texas 78613 (telephone 512-250-8692).
About FieldPoint Petroleum Corp. www.fppcorp.com
FieldPoint Petroleum Corporation is engaged in oil and natural gas
exploration, production and acquisition, primarily in Louisiana, New
Mexico, Oklahoma, Texas and Wyoming.
This press release may contain projection and other forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Act of 1934, as
amended. Any such projections or statement reflect the company’s current
views with respect to future events and financial performance. No
assurances can be given, however, that these events will occur or that
such projections will be achieved and that actual results could differ
materially from those projected. A discussion of important factors that
could cause actual results to differ from those projected, such as
decreases in oil and gas prices and unexpected decreases in oil and gas
production is included in the company’s periodic reports filed with the
Securities and Exchange Commission (at www.sec.gov).
FieldPoint Petroleum Corp.
Ray D. Reaves, President, 512-250-8692
fppc@ix.netcom.com
