PRQ Petrus Resources Ltd

CALGARY, July 24, 2012 /CNW/ - - Progress Energy Resources Corp. ("Progress" or the "Company") is pleased to announce that on July 25, 2012 it will be mailing a notice of meeting,  information circular and proxy statement dated July 20, 2012 (the "Information Circular") and related documents to the holders of common shares of Progress (the "Common Shares"), the holders of 5.25% convertible unsecured subordinated debentures of Progress due October 31, 2014 and the holders of 5.75% series B convertible unsecured subordinated debentures of Progress due June 30, 2016 (all such debentures collectively referred to herein as the "Debentures") in connection with the special meeting (the "Meeting") of holders of Common Shares and holders of Debentures to be held at 3:00 p.m. (Calgary time) on August 28, 2012 in the McMurray Room of the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta. At the Meeting, holders of Common Shares and Debentures will be asked to consider, and, if deemed advisable, to pass a special resolution approving an arrangement (the "Arrangement") contemplated pursuant to an arrangement agreement dated June 27, 2012 (the "Arrangement Agreement"), as amended July 19, 2012, among Progress, PETRONAS International Corporation Ltd. and PETRONAS Carigali Canada Ltd. (the "Purchaser"). The Arrangement Agreement was amended on July 19, 2012 by replacing the original plan of arrangement with a revised plan of arrangement. The revisions to the original plan of arrangement were primarily to: (i) increase the consideration payable for the Debentures under the Arrangement by including an additional payment in an amount equal to the amount of interest that would otherwise be payable on the Debentures from and including the effective date of the Arrangement (the "Effective Date") to but excluding the date which is 32 days after the Effective Date; and (ii) include provisions relating to performance unit awards and restricted unit awards which may be outstanding on the Effective Date. If the holders of Common Shares approve the Arrangement, it is anticipated that the Arrangement will be completed on or about September 25, 2012, subject to obtaining Court approval and the required governmental and regulatory approvals and satisfying other usual and customary conditions contained in the Arrangement Agreement. The approval of the holders of Debentures is not a condition to the successful completion of the Arrangement. If the requisite approval of the holders of a series of Debentures is not obtained at the Meeting, the applicable series of Debentures for which approval has not been obtained will be excluded from the Arrangement and will remain outstanding following closing of the Arrangement. The Information Circular and related documents, which include further particulars of the Arrangement and the foregoing amendments, will be available for viewing on the Company's profile on SEDAR at www.sedar.com. If holders of Common Shares or holders of Debentures have any questions or need additional information, they should consult their financial, legal, tax or other professional advisor, or contact the information agent for the Arrangement, Laurel Hill Advisory Group, at 416-304-0211, or at its North American toll-free number: 1-877-304-0211 or by email at assistance@laurelhill.com. About Progress Energy Progress is a Calgary, Canada based Energy Company focused on exploration, development and production of large, unconventional natural gas resources in northeast British Columbia and northwest Alberta. Progress holds the largest acreage position in the Montney shale gas play. Throughout its history, Progress has a solid track record of growing reserves, production and the underlying value of the Company for its shareholders. The Common Shares and the two series of Debentures are listed on the Toronto Stock Exchange under the symbols PRQ, PRQ.DB.B and PRQ.DB.C, respectively. Cautionary Statement on Forward-Looking Information This press 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", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. In particular, forward looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement, the timing of the Meeting and the anticipated results therefrom. The forward-looking statements and information are based on certain key expectations and assumptions made by Progress and the Purchaser, including, but not limited to, expectations and assumptions concerning the ability of Progress and the Purchaser to obtain all required regulatory approvals for the transaction, including, but not limited to, shareholder, Court and regulatory approvals. Although Progress and the Purchaser believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because there can be no assurance that they 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 could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risk that the transaction may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the failure of Progress and the Purchaser to obtain the necessary shareholder, Court, regulatory and other third party approvals required in order to proceed with the transaction; operational risks in development, exploration and production for natural gas; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Readers are cautioned that the foregoing list of factors is not exhaustive. Management has included the above summary of assumptions and risks related to forward-looking statements and information provided in this press release in order to provide securityholders with a more complete perspective on the Arrangement and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Progress and the Purchaser will derive there from. The forward-looking statements and information contained in this press release are made as of the date hereof and Progress and the Purchaser undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws. Progress Energy Resources Corp. CONTACT: Greg Kist, Vice President, Marketing, Corporate and GovernmentRelationsProgress Energy Resources Corp.403-539-1809 gkist@progressenergy.com.Kurtis Barrett, Analyst, Investor Relations and MarketingProgress Energy Resources Corp.403-539-1843 kbarrett@progressenergy.com

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