Calgary, Alberta – April 2, 2008 - Yoho Resources Inc. ("Yoho") is pleased to announce
that it has entered into an agreement pursuant to which it will make an offer (the "Offer") to
acquire, subject to certain conditions, all of the issued and outstanding shares of Vision 2000
Exploration Ltd. (“Vision”), for total consideration of approximately $8.29 million, including the
assumption of approximately $1.2 million of net debt plus related deal costs. Under the
terms of the Offer, shareholders of Vision may elect to receive either: (i) 0.24 of a common
share of Yoho; or (ii) $0.65 cash, for each Vision share tendered pursuant to the Offer,
subject to an aggregate cash maximum of $3.0 million. Assuming Vision shareholders elect
to receive the aggregate cash maximum under the Offer, Yoho will issue an aggregate of
1,204,953 common shares to acquire all of the outstanding shares of Vision.
The Offer is accretive to Yoho on a production per share, cash flow per share and reserves
per share basis. This acquisition will provide Yoho with two new areas of operations:
Kaybob, located in west-central Alberta, and Knappen, which is located in south-eastern
Alberta. Both areas currently contain properties operated by Vision and have Vision owned
and operated production facilities.
Pursuant to the Offer, Yoho will acquire production of approximately 254 boe per day (86%
gas, 14% liquids) and 625.5 mboe of proven plus probable reserves (based on Vision’s
engineering report dated December 31, 2007). The production is 75% operated and largely
comprised of natural gas in the Kaybob and Knappen areas of Alberta. The undeveloped
land totals approximately 21,240 (net) acres.
The Offer metrics are (with no reduction for estimated undeveloped land value of $2.1
• Production – $32,671 per flowing barrel of daily production based on Vision’s current
estimated production of approximately 254 boe per day; and
• Reserves – $13.27 per proved plus probable barrel of oil equivalent based on Vision’s
reserve report dated December 31, 2007 prepared by Sproule Associates Limited.
The Board of Directors of Yoho has unanimously approved the Offer. Vision’s Board of
Directors has unanimously approved the Offer, has concluded that the Offer is in the best
interests of Vision's shareholders and will recommend that Vision shareholders accept the
Offer. Peters & Co. Limited acted as exclusive financial advisor to Vision and has provided
Vision's Board of Directors with a fairness opinion that the consideration to be received under
the Offer is fair from a financial point of view to the Vision shareholders.
The Offer will be subject to certain conditions, including the deposit of not less than 66 2/3%
of the outstanding shares of Vision (on a fully diluted basis), receipt of all required regulatory
approvals and other customary conditions. In addition, Vision has agreed that it will not
solicit or initiate discussions or negotiations with any third party for any take-over bid or other
business combination involving Vision, and Yoho has reserved the right to match any
competing proposals. Under certain circumstances, Vision has agreed to pay a noncompletion
fee of $425,000 to Yoho. A take-over bid circular detailing the Offer is to be
mailed to shareholders of Vision in late April 2008, with closing anticipated in early June
2008. The Directors and Officers of Vision, representing approximately 39% of the issued
and outstanding shares of Vision on a fully diluted basis, have agreed to tender their shares,
subject to certain exceptions, and have entered into lock-up agreements with Yoho
evidencing such commitment.
For more information please contact:
Wendy S. Woolsey
Vice President, Finance and CFO
Yoho Resources Inc.
Phone: (403) 537-1771
The TSX Venture Exchange has neither approved nor disapproved the contents of this press
Certain statements regarding Yoho Resources Inc. including management’s assessments of future plans and
operations, may constitute forward-looking statements under applicable securities laws and necessarily involve
known and unknown risks and uncertainties, most of which are beyond Yoho's control. These risks may cause
actual financial and operating results, performance, levels of activity and achievements to differ materially from
those expressed in, or implied by, such forward-looking statements.
Such factors include, but are not limited to: the impact of general economic conditions in Canada and the United
States; industry conditions including changes in laws and regulations including adoption of new environmental
laws and regulations, and changes in how they are interpreted and enforced; competition; the lack of availability
of qualified personnel; fluctuations in commodity prices; the results of exploration and development drilling and
related activities; imprecision in reserve estimates; the production and growth potential of Yoho's various assets;
fluctuations in foreign exchange or interest rates; the ability to access sufficient capital from internal and external
sources; and obtaining required approvals of regulatory authorities.
Accordingly, Yoho gives no assurance nor makes any representations or warranty that the expectations conveyed
by the forward-looking statements will prove to be correct and actual results may differ materially from those
anticipated in the forward looking statements. Yoho undertakes no obligation to publicly update or revise any
The term "boe" may be misleading, particularly is used in isolation. A boe conversion ratio of 6 mcf:1 bbl is based
on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United
States, or any province or territory of Canada, nor shall there be any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The securities offered will not be, and have not been, registered under the United
States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of that Act.