Gasco Energy Announces Agreement to Sell Its Riverbend Project Midstream Assets

DENVER, Feb. 1 /PRNewswire-FirstCall/ -- Gasco Energy (NYSE Amex: GSX) today announced that it has entered into an asset purchase agreement with Monarch Natural Gas, LLC, a portfolio company of Metalmark Capital Partners, in which Gasco has agreed to sell substantially all of its Riverbend midstream assets, and its salt water evaporative facilities, for total cash consideration of $23 million subject to certain adjustments.  The closing of the transactions is subject to the satisfaction of a number of conditions.  Gasco expects closing to occur during the first quarter of 2010.  J.P. Morgan Securities acted as financial advisor to Gasco in connection with the sale.

Included in the transaction is the Company's 100% interest in its wholly owned gathering system and related assets in the Uinta Basin of Utah.  The asset purchase agreement includes 105 miles of large-diameter mainline gathering lines, related compression equipment, a 55,000 MMBtu natural gas processing plant, dehydrators and other above-ground facilities in addition to the salt water evaporative facilities.  As part of the asset purchase agreements, Gasco will enter into a transition services agreement whereby Gasco will provide certain services relating to the operation of the midstream assets to Monarch for a six-month term commencing at the time of closing.  Also at closing, Gasco and Monarch will enter into separate gas gathering and salt water disposal services agreements with Monarch which in the case of the gas gathering agreement provides for an initial gathering rate of $0.435 per MMBtu, plus 5% of the proceeds from the sale of natural gas and natural gas liquids.  

Commenting on the midstream asset sale, King Grant, Gasco's President & Chief Financial Officer said:  "The proceeds of this transaction with Monarch will allow us to strengthen our balance sheet through using the proceeds to repay a portion of our outstandings under our $35 million reserve-based revolving line of credit.  At the same time the gas gathering agreement that we are entering into as part of this transaction will assure us that our natural gas will be able to move to market.  After closing, Monarch, whose management team consists of skilled and veteran operators, will process and move our gas to market at what we believe to be competitive rates.  Our Board of Directors is currently evaluating our 2010 capital expenditure budget for Riverbend Mancos shale completions and recompletions, which we expect to announce, along with 2009 proved reserves, in the coming weeks."

About Gasco Energy

Denver-based Gasco Energy, Inc. is natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region.  Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases.  Gasco currently focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations.  To learn more, visit http://www.gascoenergy.com.

About Monarch Natural Gas LLC

Monarch Natural Gas LLC, with offices in Austin, Dallas, TX , Denver, CO, and Houston, TX, is a private energy company focused on making investments in the midstream sector including gathering, processing, treating, transportation, storage and marketing of natural gas, natural gas liquids (NGLs), oil and related hydrocarbons. The principals of Monarch have worked together since the early 1990s in a number of operating companies the experience from which it will draw upon to identify, execute, provide strategic direction to and if needed operate new investments in midstream companies and assets. Monarch's management team will be responsible for sourcing and executing investments in acquisitions and development projects, in which their experience and knowledge will provide strategic guidance and will, where necessary, take charge of day-to-day operations.

About Metalmark Capital

Metalmark Capital is a leading private equity firm whose principals have a long track record of successful investing in targeted sectors, with particular focus and competence in energy and natural resources, industrials and healthcare.  Metalmark Capital seeks to build long-term value through active and supportive partnerships with the companies and management teams in which they invest.  Metalmark Capital is an investment center of Citi Capital Advisors.  For more information, please visit www.metalmarkcapital.com.    

This press release does not constitute an offering of interests in any fund or partnership managed by Metalmark Capital. If and when an investment opportunity is structured, all investors must obtain and carefully read the related confidential offering memorandum and any amendments or supplements thereto.

Forward-looking Statements

Certain statements set forth in this press release relate to management's future plans, objectives and expectations.  Such statements are forwardlooking within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding Gasco's future financial position, potential resources, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In addition, forwardlooking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "project," "estimate," "anticipate," "believe," or "continue" or the negative thereof or similar terminology.  Although any forward-looking statements contained in this press release are to the knowledge or in the judgment of the officers and directors of Gasco, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken.  Forward-looking statements involve known and unknown risks and uncertainties that may cause Gasco's actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result.  Some of the key factors that may cause actual results to vary from those Gasco expects include inherent uncertainties in interpreting engineering and reserve or production data; operating hazards; delays or cancellations of drilling operations because of weather and other natural and economic forces; fluctuations in oil and natural gas prices in response to changes in supply; competition from other companies with greater resources; environmental and other government regulations; defects in title to properties; increases in the Company's cost of borrowing or inability or unavailability of capital resources to fund capital expenditures; fluctuations in natural gas and oil prices; pipeline constraints; overall demand for natural gas and oil in the United States; changes in general economic conditions in the United States; our ability to manage interest rate and commodity price exposure; changes in the Company's borrowing arrangements; the condition of credit and capital markets in the United States; our ability to complete a sale of our gas gathering system and related assets; and other risks described under "Risk Factors" in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 4, 2009 and under "Risk Factors" in Item 1A of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 filed with the SEC on August 4, 2009.

Any of these factors could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf.  We cannot assure you that our future results will meet our expectations.  When you consider these forward-looking statements, you should keep in mind these factors.  All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by these factors.  Our forward-looking statements speak only as of the date made.  The Company assumes no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise.

SOURCE Gasco Energy, Inc.

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