Celtic Exploration Ltd.   Fall 2010 Asset Sale	Bids Due: Nov. 10, 2010	PDF IM 53 Pgs, 29.8 MB   Confidentiality Agreement	Primary Contact: Mark McMurray 403-299-8447
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INTRODUCTION LETTER

 

 

October 13, 2010

 

 

 

Dear Sirs/Mesdames:

 

RE: CELTIC EXPLORATION LTD. – FALL 2010 ASSET SALE

 

Celtic Exploration Ltd. (“the Company”) has retained RBC Rundle as the exclusive agent for the disposition of certain non-core oil and gas properties (“Properties”). This letter outlines the sale process.

 

Access to Confidential Information

 

Interested parties may access confidential data for the Properties by executing two original Confidentiality Agreements (“CA”) in the form provided and attached hereto. The CA is also available for download from the RBC Rundle website. Executed CA’s can be faxed, but must also be forwarded in original form.

 

After receipt of the executed CA, RBC Rundle will issue a user name and password for access to a secure Virtual Data Room (“VDR”) that hosts key data and data updates. Key data on the VDR will include among other things an engineering evaluation, land schedules and accounting reports. Potential purchasers may book time in a physical Data Room at Rundle’s offices to view well files, prospect files and other relevant data. To book time in the Data Room or for questions regarding the CA please contact the undersigned.

 

Please note that CA’s executed on behalf of unidentified parties will not be accepted.

 

CA’s should be addressed to:
Celtic Exploration Ltd.
c/o RBC Rundle
1950, 140 - 4th Ave S.W.
Calgary, Alberta 
T2P 3N3
Attention: Stephanie Prior

 

Timing of Offers

 

The Company has allowed approximately four weeks for the evaluation of the Properties. Offers for the Properties shall be submitted no later than 12:00 noon, MST, November 10, 2010. The effective date of the sale is November 1, 2010. A minimum of three weeks should be available to the Company before expiry of the Offer to allow the Company reasonable time to respond to the Offer.

 

Nature and Form of Offer

 

The Company holds preference to proposals for each of the packages in their entirety but will entertain offers for specific properties within packages.

 

No bid form is supplied nor required. The Offer shall be non-binding. Notwithstanding other relevant issues, the Offer shall contain the following information:
1) Offer price
2) Effective date
3) Source of financing, financing conditions and timing, if applicable
4) Environmental conditions
5) Requirements for approval of Management, Board of Directors, or other parties
6) Expected timing to remove Offer conditions, execute Purchase and Sale Agreement, and closing

 

Offer Selection Process

 

Offers for consideration are selected at the discretion of the Company. If required, and at the discretion of the Company, bidders may be asked to provide clarifications or additional information to support their Offer.

 

Other Issues

 

This sale process carries no implicit promise to accept the highest Offer, or any Offer at all.

 

The Company and RBC Rundle do not make, and expressly disclaim, any representation or warranty (written or oral) as to the accuracy, or completeness of the information herein (or subsequently provided) and none shall be implied. Only those representations and warranties made in a fully executed Purchase and Sale Agreement shall be binding on the Company. All bidders are to incorporate in their bid level the assumption of any and all abandonment and reclamation obligations. Each potential purchaser must rely on their own investigation in order to satisfy themselves as to all matters, except to the extent expressly agreed to in the Purchase and Sale Agreement to be entered into between the Company and the successful purchaser. All costs incurred by the potential purchaser in this investigation and evaluation shall be for their own account.

 

The Company reserves the right to amend or modify these procedures, terms and conditions at any time.

 

Inquiries and Correspondence

 

The Company personnel are not to be contacted directly. All correspondence and inquiries should be directed to RBC Rundle.

 

Primary Contact: Mark McMurray 403.299.8447 mark.mcmurray@rbccm.com
RBC Capital Markets Contact: Trevor Gardner 403.299.7191 trevor.gardner@rbccm.com

We look forward to pursuing this opportunity with you.

 

Yours truly,

RBC RUNDLE

 

 

 

Mark McMurray