Pace Oil & Gas Ltd., AvenEx Energy Corp. and Charger Energy Corp. Receive Final Court Approval for Plan of Arrangement to For...

Date : 03/26/2013 @ 9:07PM
Source : Marketwired Canada

Pace Oil & Gas Ltd., AvenEx Energy Corp. and Charger Energy Corp. Receive Final Court Approval for Plan of Arrangement to For...

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 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Pace Oil and Gas Ltd.
Todd Brown
Vice President Operations & COO
(403) 930-3539
tbrown@paceoil.ca


Pace Oil and Gas Ltd.
Chad Kalmakoff
VP Finance & CFO
(403) 303-8504
ckalmakoff@paceoil.ca


AvenEx Energy Corp.
William Gallacher
Chief Executive Officer
(403) 237-9949
info@avenexenergy.com


AvenEx Energy Corp.
Gary Dundas
Chief Financial Officer
(403) 237-9949
info@avenexenergy.com


Charger Energy Corp.
Tom Buchanan
Chairman & CEO
(403) 457-1614
info@chargerenergy.com


Charger Energy Corp.
Dan O'Byrne
President
(403) 457-1615
info@chargerenergy.com

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