Delphi Energy Corp.
October 6, 2009
Delphi Announces Take-Up of Shares and Extension of Offer to Acquire Fairmount Energy Inc. Until October 19, 2009
Calgary, Alberta - Delphi Energy Corp. (“Delphi” or “the Company”) is pleased to announce that it has been successful in its bid to acquire Fairmount Energy Inc. (“Fairmount”) under its previously announced offer. A total of 12,371,186 common shares of Fairmount were validly deposited at the expiry time of the offer. Delphi has taken up all of the deposited common shares and intends to pay for such shares as soon as possible, but in any event no later than Thursday October 8, 2009. Accordingly, after giving effect to the take-up and payment of the Fairmount common shares, Delphi will hold approximately 75.71 percent of the issued and outstanding common shares of Fairmount (on a fully-diluted basis).
Delphi also announces that it is extending its Offer until 5:00 p.m. (Calgary time) on October 19, 2009 to allow Fairmount shareholders an additional opportunity to tender their Common Shares. Delphi will mail a formal notice of extension to Fairmount shareholders as soon as practicable. The notice of extension will also be available on SEDAR at www.sedar.com.
If Delphi is successful in acquiring 90 percent of the common shares of Fairmount under the offer, it intends to acquire the remaining shares by compulsory acquisition. If it does not obtain 90 percent, Delphi intends to complete a subsequent acquisition transaction. Following either the compulsory acquisition, or a subsequent acquisition, Delphi intends to de-list the Fairmount shares from the TSX-V. Fairmount shareholders are encouraged to tender their remaining common shares to the offer as soon as possible to receive prompt payment.
Fairmount shareholders who tendered to the offer will receive 0.3571 of a Delphi common share for each Fairmount common share tendered.
In addition, Delphi Energy Corp. is scheduled to appear at the Canadian Energy Explorers and Producers Investment Conference (“CEEPIC”) in Toronto on Wednesday, October 7th at 12:00 p.m. EDT. A webcast of the presentation by President and Chief Executive Officer David J. Reid will be available for viewing on Delphi’s website (www.delphienergy.ca) or by entering the following address in a web browser:
This is the 1st CEEPIC conference for Canadian crude oil and natural gas exploration and production companies. Investment research analysts and coordinators, institutional investor portfolio managers, stockbrokers, investment and corporate bankers are invited to attend the conference. All others are invited to view the webcast of the presentation.
Delphi Energy is a Calgary-based company that explores, develops and produces oil and natural gas in Western Canada. The Company is managed by a proven technical team. Delphi trades on the Toronto Stock Exchange under the symbol DEE.
For more information, please contact:
Delphi Energy Corp.
David J. Reid
President & CEO
Delphi Energy Corp.
Brian P. Kohlhammer
V.P. Finance & CFO
(403) 265-6207 (FAX)
Forward-Looking Statements: This release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, may”, “will”, “should”, believe”, ”intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Delphi as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The forward-looking statements and information contained in this press release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in Delphi’s take-over bid circular prepared and filed in accordance with applicable securities laws as well as the ability of Delphi to obtain the requisite number of Fairmount Shares at the expiry time of the Offer, as amended, to effect a compulsory acquisition or a subsequent acquisition transaction and to de-list the Fairmount shares from the TSX-V.
Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. Certain of these risks, factors, estimates and assumptions are described in more detail in Delphi’s most recently filed Annual Information Form and the take-over bid circular to which readers are referred to. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in tax, royalty and environmental legislation. These risks, factors, estimates and assumptions are not exhaustive. Additional information on these and other factors that could affect the Company’s operations or financial results are included in Delphi’s continuous disclosure documents on file with the applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof for the purpose of providing the readers with the Company’s expectations in respect of the acquisition of Fairmount. The forward-looking statements and information may not be appropriate for other purposes. In addition, all forward-looking statements made in this news release are qualified by the full “Forward-Looking Statements” in Delphi’s Annual Information Form. Delphi undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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