Filed by Abraxas Petroleum Corporation
(Commission File No. 0-19118)
Pursuant to Rule 425 Under the Securities Act of 1933,
as amended,
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934,
as amended.
Subject Company: Grey Wolf Exploration Inc.
(no Commission File No.)
NEWS RELEASE
ABRAXAS PETROLEUM COMMENCES TENDER OFFER TO ACQUIRE
REMAINING GREY WOLF EXPLORATION INC. SHARES
SAN ANTONIO, TX (Aug. 1, 2001) - Abraxas Petroleum Corporation (AMEX:ABP) today
announced that its wholly-owned subsidiary, Abraxas Acquisition Corporation, has
commenced an exchange tender offer to acquire any or all of the outstanding
shares of Grey Wolf Exploration Inc. (TSE:GWX) not currently owned by Abraxas
and its wholly-owned Canadian subsidiary, Canadian Abraxas Petroleum Limited, in
exchange for 0.6 of a share of Abraxas common stock. Abraxas and Canadian
Abraxas currently own approximately 48.3% of Grey Wolf's outstanding common
stock. The offer expires at 5:00 p.m., Calgary time, on September 5, 2001,
unless extended.
The offer is conditioned upon, among other things, there being validly deposited
under the offer and not properly withdrawn, a majority of the Grey Wolf common
shares not currently owned by Abraxas and Canadian Abraxas and approval by the
Abraxas stockholders of the consummation of the offer and the issuance of the
shares of Abraxas common stock in the offer.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO EXCHANGE THE SECURITIES OF ABRAXAS FOR THE SECURITIES OF GREY WOLF. ANY
SUCH OFFER OR SOLICITATION WILL BE SUBJECT TO CERTAIN CUSTOMARY CONDITIONS AND
WILL BE MADE ONLY BY ABRAXAS' PROSPECTUS AND OTHER EXCHANGE OFFER MATERIALS,
WHICH HAVE BEEN FILED WITH THE SEC AND HAVE BEEN MAILED TO GREY WOLF'S
STOCKHOLDERS. GREY WOLF'S STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. THE DOCUMENTS ARE ALSO
AVAILABLE AT NO CHARGE FROM THE SEC'S WEB SITE, WWW.SEC.GOV, AND FROM ABRAXAS
PETROLEUM CORPORATION AT 500 NORTH LOOP 1604 EAST, SUITE 100, SAN ANTONIO, TEXAS
78232.
Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas
exploration and production company that also processes natural gas. It operates
in Texas, Wyoming and western Canada. For additional information about the
Company, please visit our web site, www.abraxaspetroleum.com, for the most
current and updated information. The web site is updated daily in order to
comply with the SEC Regulation FD (Fair Disclosure).
Safe Harbor for forward-looking statement: Statements in this release looking
forward in time involve known and unknown risks and uncertainties, which may
cause the Company's actual results in future periods to be materially different
from any future performance suggested in this release. Such factors may include,
but may not be necessarily limited to, changes in the prices received by the
Company for crude oil and natural gas. In addition, the Company's future crude
oil and natural gas production is highly dependent upon the Company's level of
success in acquiring or finding additional reserves. Further, the Company
operates in an industry sector where the value of securities is highly volatile
and may be influenced by economic and other factors beyond the Company's
control. In the context of forward-looking information provided for in this
release, reference is made to the discussion of risk factors detailed in the
Company's filing with the Securities and Exchange Commission during the past 12
months.
FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210-490-4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com