Pace Oil & Gas Ltd., AvenEx Energy Corp. and Charger Energy Corp. Receive Final Court Approval for Plan of Arrangement to For...
27 March 2013 - 8:07AM
Marketwired
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DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Pace Oil & Gas Ltd. ("Pace") (TSX:PCE), AvenEx Energy Corp.
("AvenEx") (TSX:AVF) and Charger Energy Corp. ("Charger") (TSX
VENTURE:CHX) are pleased to announce that they have received final
court approval for the previously announced plan of arrangement
under the Business Corporations Act (Alberta) (the "Merger"), to
form Spyglass Resources Corp (TSX: SGL) ("Spyglass"), an
intermediate-sized oil and gas producer with a balanced commodity
profile and a monthly cash dividend.
The Merger received approval from the shareholders of Pace,
AvenEx and Charger who voted at each company's respective special
meeting of shareholders held on March 26, 2013. Following the
special meetings of shareholders, the parties received final
approval of the Merger from the Court of Queen's Bench of Alberta.
Upon closing, AvenEx and Charger will amalgamate with Pace which
will subsequently be renamed Spyglass Resources Corp. Spyglass will
have approximately 129 million common shares outstanding.
It is anticipated that Spyglass shares will commence trading on
the TSX under the new symbol "SGL" on or about April 4, 2013.
Reader Advisory and Note Regarding Forward Looking
Information
This press release contains forward-looking forward-looking
information within the meaning of applicable securities laws and is
based on the expectations, estimates and projections as of the date
of this news release, unless otherwise stated. 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 information. More particularly and
without limitation, this press release contains forward-looking
information concerning the payment of the monthly dividend of
Spyglass following closing, the listing of the Spyglass shares on
the TSX, the number of Spyglass shares outstanding following the
Merger and the closing of the Merger. Such forward-looking
information is provided for the purpose of providing information
about management's current expectations and plans relating to the
future. Investors are cautioned that reliance on such information
may not be appropriate for other purposes, such as making
investment decisions.
In respect of the forward-looking information and statements
concerning the completion of the proposed Merger and the
anticipated timing for completion of the Merger and the listing of
the Spyglass shares, each of Charger, Pace and AvenEx has provided
such in reliance on certain assumptions that it believes are
reasonable at this time, including the ability of each of Charger,
Pace and AvenEx to satisfy, in a timely manner, the other
conditions to the closing of the Merger; and expectations and
assumptions concerning, among other things: commodity prices and
interest and foreign exchange rates; planned synergies, capital
efficiencies and cost-savings; applicable tax laws; future
production rates; the sufficiency of budgeted capital expenditures
in carrying out planned activities; and the availability and cost
of labour and services. The payment of the proposed dividend of
Spyglass may change as a result of fluctuations in commodity
prices, production levels, capital expenditure requirements, debt
service requirements, operating costs, royalty burdens, and the
satisfaction of the liquidity and solvency tests imposed by the
Business Corporations Act (Alberta) for the declaration and payment
of dividends. Depending on these and other factors, many of which
will be beyond the control of Spyglass, the dividend policy of
Spyglass may change from time to time and, as a result, future cash
dividends could be reduced or suspended entirely.
The anticipated dates provided may change for a number of
reasons, including inability to secure necessary regulatory or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Merger. Accordingly, readers should not place undue reliance
on the forward-looking information contained in this press release.
In respect of the forward-looking information, including the
anticipated dividend payments of Spyglass following closing, each
of Charger, Pace and AvenEx has provided such in reliance on
certain assumptions that it believes are reasonable at this time,
including assumptions in respect of: prevailing commodity prices,
margins and exchange rates; that each of Charger's, Pace's and
AvenEx's future results of operations will be consistent with past
performance and management expectations in relation thereto; the
continued availability of capital at attractive prices to fund
future capital requirements relating to existing assets and
projects, including but not limited to future capital expenditures
relating to expansion, upgrades and maintenance shutdowns; the
success of growth projects; future operating costs; that
counterparties to material agreements will continue to perform in a
timely manner; that there are no unforeseen events preventing the
performance of contracts; and that there are no unforeseen material
construction or other costs related to current growth projects or
current operations.
Since forward-looking information addresses future events and
conditions, such information by its very nature involves 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 risks associated
with the industries in which each of Charger, Pace and AvenEx
operates in general such as: operational risks; delays or changes
in plans with respect to growth projects or capital expenditures;
costs and expenses; health, safety and environmental risks;
commodity price, interest rate and exchange rate fluctuations;
environmental risks; competition; failure to realize the
anticipated benefits of the Merger and to successfully integrate
each of Charger, Pace and AvenEx; ability to access sufficient
capital from internal and external sources; and changes in
legislation, including but not limited to tax laws and
environmental regulations. Risks and uncertainties inherent in the
nature of the Merger include the failure of each of Charger, Pace
and AvenEx to obtain necessary regulatory and other third party
approvals, or to otherwise satisfy the conditions to the Merger, in
a timely manner, or at all. Failure to so obtain such approvals, or
the failure of each of Charger, Pace and AvenEx to otherwise
satisfy the conditions to the Merger, may result in the Merger not
being completed on the proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of each of Charger, Pace
and AvenEx, and the combined company, are included in reports on
file with applicable securities regulatory authorities, including
but not limited to; the Annual Information Form for the year ended
December 31, 2011 for each of Charger and AvenEx and for the year
ended December 31, 2012 for Pace which may be accessed on their
respective SEDAR profiles at www.sedar.com.
The forward-looking information contained in this press release
is made as of the date hereof and each of Charger, Pace and AvenEx
undertake no obligation to update publicly or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
This joint news release does not constitute an offer to sell or
the solicitation of an offer to buy any securities within the
United States. The securities to be offered have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of such Act or other
laws.
The Toronto Stock Exchange and the TSX Venture Exchange have
neither approved nor disapproved the contents of this press
release.
Contacts: Charger Energy Corp. Tom Buchanan Chairman & CEO
(403) 457-1614info@chargerenergy.com Charger Energy Corp. Dan
O'Byrne President (403) 457-1615info@chargerenergy.com Pace Oil and
Gas Ltd. Todd Brown Vice President Operations & COO (403)
930-3539tbrown@paceoil.ca Pace Oil and Gas Ltd. Chad Kalmakoff VP
Finance & CFO (403) 303-8504ckalmakoff@paceoil.ca Contacts:
AvenEx Energy Corp. William Gallacher Chief Executive Officer (403)
237-9949info@avenexenergy.com AvenEx Energy Corp. Gary Dundas Chief
Financial Officer (403) 237-9949info@avenexenergy.com