CALGARY, ALBERTA--(Marketwire - Oct. 11, 2011) -
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Open Range Energy Corp. (News - Market indicators) ("Open Range" or the "Company") is pleased to provide an update to its news release of September 6, 2011 (the "Initial Announcement") announcing the proposed corporate reorganization (the "Arrangement") of the Company resulting in the creation of a dividend-paying, publicly-traded energy service company to be named "Poseidon Concepts Corp." ("Poseidon").
Further to the Initial Announcement, Open Range has entered into an arrangement agreement dated September 30, 2011 with 1629318 Alberta Ltd. (a new company that will acquire Open Range's oil and gas assets and will be named "Open Range Energy Corp." and herein referred to as "New Open Range") and Poseidon Concepts Limited Partnership, providing for the Arrangement. As provided for in the arrangement agreement and further to the Initial Announcement, Open Range has determined that pursuant to the Arrangement, Open Range Shareholders will receive one common share of New Open Range and 0.8839 of a common share of Poseidon in exchange for each common share of Open Range.
The special meeting of Open Range shareholders to consider the Arrangement and certain related matters will be held in the Grand Lecture Theater of the Metropolitan Conference Center, 333 – 4th Avenue S.W., Calgary, Alberta, at 9:00 a.m. (Mountain Standard Time) on October 31, 2011. The notice of meeting and management information circular, which contain a detailed description of the Arrangement, have been mailed to shareholders of record as of September 29, 2011 and are available for review at www.sedar.com. The Arrangement is expected to be completed on November 1, 2011.
National Bank Financial Inc. ("NBF") acted as financial advisor to Open Range and provided an opinion to the board of directors of the Company that the consideration to be received by Open Range Shareholders is fair from a financial point of view. The Board, based on their own independent investigations, including the opinion of NBF, has unanimously concluded that the Arrangement is in the best interests of the Company and is fair to the Open Range shareholders, and recommends that the Open Range shareholders vote in favor of the Arrangement.
The Arrangement Resolution must be approved by 66 2/3% of the votes cast at the meeting and is subject to the approval of the Court of Queen's Bench of Alberta and the receipt of other regulatory approvals.
Reader Advisory
This news release contains certain forward-looking statements related to the expected date of completion of the Arrangement and whether it will be completed as proposed or at all. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Such risks and uncertainties include, without limitation, risks associated with the ability of Open Range to obtain the approvals required to consummate the Arrangement and delays resulting from or inability to obtain required regulatory approvals. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. All subsequent forward-looking statements, whether written or oral, attributable to Open Range or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Additional information on the foregoing risks and other factors that could affect Open Range's operations and financial results are included in the Information Circular, the Company's annual information form and other reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Open Range does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
