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Published on 5/19/2008 in the Prospect News Special Situations Daily.

Quest Resource ends merger deal with Pinnacle Gas after Friday closing deadline not met

By Lisa Kerner

Charlotte, N.C., May 19 - Quest Resource Corp. terminated its proposed merger with Pinnacle Gas Resources, Inc. as allowed under the companies' agreement.

No termination fee will be paid because the merger was not completed by the agreed-upon deadline.

"We are disappointed that some of the conditions to closing our proposed merger with Pinnacle were not satisfied as of May 16," Quest Resource chairman, president and chief executive officer Jerry Cash said in a company news release.

"After much consideration, our board of directors determined it was in the company's best interest to pursue other opportunities at this time," Cash noted.

Cash also announced that Quest's wholly owned New Ventures group signed a letter of intent with a private company to enter into a farm-out agreement that would give it the right to develop approximately 30,000 net acres in Pennsylvania for a one-year period.

The $4 million in initial farm-out costs would be funded using Quest's existing cash balances. Initial drilling costs would be funded from Quest's two master limited partnerships and/or its existing credit facility, the release stated.

In February, Quest and Pinnacle announced an amended and restated merger agreement that would give Pinnacle stockholders 0.5278 of a share of Quest common stock for each share of Pinnacle common stock. The original agreement was reached in October 2007 and called for Pinnacle stockholders to receive 0.6584 of a share of Quest.

Quest is a natural gas producer based in Oklahoma City.

Pinnacle is an independent energy company based in Sheridan, Wyo.


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