CIRRUS ENERGY CORPORATION ANNOUNCES UPDATE TO RECOMMENDED TRANSACTION WITH ORANJE-NASSAU ENERGIE B.V.
CALGARY, March 14 /CNW/ - Cirrus Energy Corporation (TSXV: CYR) ("Cirrus") is pleased to announce it has obtained an Interim Order of the Court of Queen's Bench of Alberta providing for, among other things, the holding of a meeting of the shareholders of Cirrus ("Cirrus Shareholders") to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Cirrus, Oranje-Nassau Energie B.V. ("ONE") and the Cirrus Shareholders.
A special meeting of the Cirrus Shareholders will be held in respect of the Arrangement in the Broadway Room, Sunlife Plaza Conference Centre, Plus Fifteen Level, 112 - 4th Avenue S.W., Calgary, Alberta, on Monday, April 11, 2011, at 10:00 a.m. (Calgary time). Cirrus will mail an Information Circular and Proxy Statement respecting the meeting to the Cirrus Shareholders on March 14, 2011, which, upon mailing, will be available for viewing electronically under Cirrus' profile on SEDAR at www.sedar.com.
Pursuant to the Arrangement, ONE will acquire all of the issued and outstanding common shares of Cirrus at a price of C$1.15 per share in cash.
Completion of the Arrangement is subject to certain conditions, including the approval of the Cirrus Shareholders, the final approval of the Court of Queen's Bench of Alberta and receipt of all applicable regulatory approvals. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, Cirrus anticipates that the Arrangement will become effective on or about April 12, 2011.
FirstEnergy Capital Corp. has provided the Board of Directors of Cirrus with a written opinion that, as at March 11, 2011 it is of the opinion that the consideration to be received by Cirrus Shareholders under the Arrangement is fair, from a financial point of view, to the Cirrus Shareholders.
Cirrus' Board of Directors has unanimously determined that the Arrangement is in the best interests of Cirrus and that the consideration to be received by the Cirrus Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Cirrus Shareholders. The Board of Directors unanimously recommends that the Cirrus Shareholders vote to approve the Arrangement at the shareholders' meeting.
Cirrus Energy Corporation is an international oil and gas company headquartered in Calgary with operations in The Netherlands and the U.K. and has approximately 91.8 million fully diluted shares outstanding.
Forward-Looking Statements
This press release may include forward-looking statements including opinions, assumptions, estimates and expectations of future production, cash flow and earnings. When used in this document, the words "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, the volatility of oil and gas prices, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in oil and gas acquisition and drilling programs, operating risks, production rates, reserve estimates, changes in general economic conditions and other factors more fully described from time to time in the reports and filings made by Cirrus with securities regulatory authorities.
The forward-looking statements herein relate only to events or information as of the date on which the statements are made and, except as specifically required by law, Cirrus undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
