CALGARY, ALBERTA -- (Marketwire) -- 03/26/13 -- NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR 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 shareholders have approved 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. 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.
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