EXHIBIT 99.25
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[LOGO - VERMILION ENERGY TRUST]
PRESS RELEASE
VERMILION ENERGY TRUST / PRAIRIE FIRE OIL & GAS LTD.
PRAIRIE FIRE PROPOSES TO COMBINE WITH VERENEX ENERGY INC.,
VERMILION ENERGY TRUST'S NEWEST INTERNATIONAL E&P SUBSIDIARY
FOR IMMEDIATE RELEASE - APRIL 5, 2004
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Vermilion Energy Trust ("Vermilion" or the "Trust") (TSX - VET.UN) and Prairie
Fire Oil & Gas Ltd. ("Prairie Fire") announced today that a wholly owned
subsidiary of Vermilion, Verenex Energy Inc. ("Verenex"), has entered into a
letter agreement with Prairie Fire whereby Verenex will amalgamate with Prairie
Fire. Verenex is a new Calgary-based, international exploration and production
(E&P) company sponsored by Vermilion to pursue international exploration and
acquisition opportunities. Prairie Fire is a junior capital pool corporation,
formerly listed on the TSX Venture Exchange. The arm's length transaction is
subject to regulatory approvals and the approval of Prairie Fire's minority
shareholders. Completion of this transaction is targeted for early June 2004.
VERENEX TO CHART ITS OWN PATH WITH FRANCE AS A FIRST STEP
The independent management team at Verenex will be led by James D. (Jim)
McFarland, President & CEO, until recently a director of Vermilion and its
affiliate Aventura Energy Inc. ("Aventura"). Mr. McFarland has more than 31
years of oil and gas and senior executive experience, most recently as Managing
Director of Southern Pacific Petroleum N.L. in Brisbane, Australia. Prior to his
move to Australia in 1999, he was President & COO of Husky Oil Limited from 1995
to 1998. This followed a successful 23-year career with Imperial Oil Limited and
other Exxon affiliates in Canada, the United States, the United Kingdom and
Western Europe.
Verenex will initially accelerate the exploration program that Vermilion began
in France prior to its conversion to an income trust in 2003. Vermilion has been
involved as an operator in France since 1997 and currently produces
approximately 6,300 BOE/D in France representing around 26% of its consolidated
production. The board of directors of Vermilion determined that the significant
exploration opportunities identified in France are best pursued outside the
Trust in a new E&P company.
Vermilion plans to grant to Verenex participating interests in approximately
820,000 acres (net to Verenex) in France in the form of one offshore and six
onshore exploratory permits, two of which are pending approval by the Government
of France. Vermilion will retain a 50% interest in the offshore permit and a 5%
interest in the onshore permits, and will continue to hold all of its producing
assets in France.
In addition to the France exploration lands, Vermilion will transfer a royalty
on a producing oil and gas asset in Alberta to provide Verenex with $1.0 to $1.3
million of annual cash flow to help offset G&A costs. Under a proposed services
agreement, Vermilion will also provide operational and administrative support to
Verenex in France and Canada at competitive rates.
Verenex plans to pursue attractive opportunities to expand the E&P portfolio
outside France and is targeting to secure a meaningful position in one to two
other regions within a two-year period. Suitable non-competition arrangements
will be established between Vermilion and Verenex at the outset.
The sponsorship by Vermilion of this new international E&P company follows the
recently announced $228 million sale of Aventura, a 72.2% owned subsidiary of
Vermilion that achieved significant exploration success and value creation on
the Central Block onshore Trinidad. Vermilion founded Aventura in 1999.
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Aventura's share value increased from the initial financing at $1.00 per share
to the recent sale price of $5.10 per share in less than five years.
FINANCING PLANNED
An initial equity financing is contemplated to fund the Verenex capital program
over the next few years. Verenex intends to initiate this fundraising in late
April 2004 on a private placement basis with assistance from a syndicate of
investment dealers led by Tristone Capital Inc. that will include FirstEnergy
Capital Corp., TD Securities Inc. and Canaccord Capital.
Upon completion of the amalgamation and concurrent closing of the planned
financing, it is anticipated that Vermilion, through its contribution of land,
royalty interest and cash, will own approximately 50% of the shares of Verenex.
This ownership position could vary as a function of the funds raised at closing.
APPOINTMENT OF INTERNATIONALLY EXPERIENCED MANAGEMENT TEAM
Joining Mr. McFarland on the founding management team will be Fadi Nammour,
Manager, Business Development & Operations and Maria Comrie, Manager,
Exploration - France. Mr. Nammour has more than 22 years experience in business
development and operations management both domestically and internationally. He
has an extensive background in international acquisitions and operations in the
US, Europe, the Middle East, Africa and South America. Ms. Comrie has more than
20 years experience both internationally and domestically and most recently was
Manager, Exploration for France at Vermilion. Prior to this, Ms. Comrie lived
and worked in Tunisia with Ecumed Petroleum and with Canadian Occidental
Petroleum in Yemen.
Verenex is also pleased to announce that Blair Anderson, Manager, Exploration -
New Ventures and Giuseppe (Joe) Arcuri, Manager, Geophysics will join the
founding management team from Aventura, with these two appointments being
finalized upon completion of the announced sale of Aventura to the BG Group. Mr.
Anderson brings more than 25 years of international and domestic/frontier
(Canada) exploration and development experience to Verenex. Most recently, Mr.
Anderson was Manager, Exploration and Development for Aventura. He has worked
and lived in Australia and Indonesia, and has worked on projects throughout
Asia, Australasia, South America, Africa and Europe. Mr. Arcuri has more than 30
years of experience in the oil and gas industry, 20 years of which have been
within the international theatre. Most recently, he was Manager Geophysics for
Aventura. Prior to this, Mr. Arcuri worked and lived in South America
(Argentina, Bolivia, Peru), Asia (Indonesia) and the Middle East (Kuwait). He
has also completed projects throughout Australia, Asia, Europe, North Africa and
West Africa.
Searches are underway for two additional appointments, including a Chief
Financial Officer and a Manager, Engineering.
This multilingual (Arabic, English, French, Indonesian, Italian and Spanish)
management team has business and life experiences in many of the oil and gas
basins and regions of the world that will be of interest to Verenex.
BUILDING A STRONG BOARD OF DIRECTORS
Subject to shareholder approval, the board of directors of the amalgamated
Verenex will consist of six members, including the Chief Executive Officer and
three other directors independent of Vermilion.
Lorenzo Donadeo and Claudio Ghersinich, who are officers, directors and
co-founders of Vermilion, will join the Board. Each has more than 23 years of
industry experience. Mr. Donadeo has been involved in Vermilion since 1994 and
is currently its President and Chief Executive Officer. Mr. Ghersinich is
currently the Executive Vice President, Business Development. Prior to
Vermilion, Mr. Donadeo and Mr. Ghersinich were co-founders of Vista Nuova Energy
Inc., which completed a reverse takeover of Vermilion in 1994.
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Verenex is pleased to advise that William (Bill) T. Fanagan and Johannes (Jim)
J. Nieuwenburg have agreed to serve as independent directors. Mr. Fanagan was
President & CEO of Gulf Indonesia Resources Limited from 1998 to 2001, based in
Jakarta. Prior executive roles included Director International for Gulf Canada
Resources Limited and the Director of Finance, based in Moscow, for
KomiArcticOil, a joint venture with Komineft, British Gas and Gulf Canada. Mr.
Fanagan is chartered accountant (Ireland) and articled with Coopers and Lybrand
in Dublin. Mr. Nieuwenburg was President & CEO of Petromet Resources Limited
from 1998 to 2001 prior to its sale to Talisman Energy. Mr. Nieuwenburg also
held positions as Vice President, Asset Management of Norcen Energy Resources
Limited and General Manager, Business Development of Amoco Energy Group, North
America. He currently serves on the boards of C1 Energy Ltd., Capitol Energy
Resources Ltd. and NAV Energy Trust.
Discussions are underway with potential candidates for the other independent
director position.
PRAIRIE FIRE - VERENEX TRANSACTION
The proposed transaction contemplates the combination of Prairie Fire and
Verenex on the following basis:
(a) Prairie Fire common shares will be exchanged for common shares of
amalgamated Verenex on the basis of one amalgamated Verenex share for
every 50 Prairie Fire common shares; and
(b) Each Verenex common share will be exchanged for common shares of the
amalgamated Verenex on the basis of one amalgamated Verenex share for
every one Verenex common share.
One of the terms of the transaction is that the directors and founders of
Prairie Fire will transfer, subject to regulatory approval, 2.2 million of their
2.5 million escrowed Prairie Fire common shares at $0.05 per share ($2.50 per
share on a consolidated basis) to Vermilion.
The proposed amalgamation between Prairie Fire and Verenex is intended to
constitute Prairie Fire's required qualifying transaction within the meaning of
Policy 2.4 of the TSX Venture Exchange. It is anticipated that Prairie Fire will
apply to reinstate its listing on the TSX Venture Exchange, conditional on the
completion of the proposed transactions.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of Verenex's shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful under
the securities laws of any such jurisdiction. Verenex's shares have not been,
and will not be, registered under the U.S. Securities Act of 1933, as amended,
and may not be offered, sold or delivered in the United States absent
registration or an applicable exemption from the registration requirements of
U.S. securities laws.
THE TSX VENTURE EXCHANGE INC DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
For further information, please contact:
Lorenzo Donadeo, President & CEO David Tonken, President
or Prairie Fire Oil & Gas Ltd.
Paul Beique, Director, Investor Relations Telephone: (780) 486-2317
Vermilion Energy Trust E-mail: TONKEN@ICROSSROADS.COM
Telephone: (403) 269-4884
E-mail: INFO@VERMILIONENERGY.COM
Jim McFarland, President & CEO
Verenex Energy Inc.
Telephone: (403) 781-9444
E-mail: JMCFARLAND@VERENEXENERGY.COM