SkyWest Energy Corp. and Marquee Petroleum Ltd. announce closing of the plan of arrangement
December 06 2011 - 7:30AM
PR Newswire (Canada)
CALGARY, Dec. 6, 2011 /CNW/ - SkyWest Energy Corp. ("SkyWest") and
Marquee Petroleum Ltd. ("Marquee") are pleased to announce the
completion of the plan of arrangement (the "Arrangement") involving
Marquee, Marquee securityholders, SkyWest and SkyWest Acquisitions
Ltd., a wholly-owned subsidiary of SkyWest, providing for the
combination of the businesses of SkyWest and Marquee to form a well
capitalized oil focused, oil and gas exploration and development
company with a significant inventory of identified drilling
opportunities. The Arrangement was approved by approximately
93% of the shareholders, optionholders and warrantholders who voted
in person or by proxy at the Marquee shareholder meeting, and
approximately 96% of the shareholders who voted in person or by
proxy at SkyWest's shareholder meeting and by the Court of Queen's
Bench of Alberta. Following completion of the Arrangement,
SkyWest amended its articles to effect an 8:1 consolidation of its
issued and outstanding shares and changed its name to Marquee
Energy Ltd. Pending receipt of necessary exchange approvals,
the shares of SkyWest will trade as Marquee Energy Ltd. on a
post-consolidation basis under the symbol "MQL" on the TSXV.
Following completion of the Arrangement it is expected that the
combined credit facility of SkyWest and Marquee will be increased
to approximately $45 million. Pursuant to the completion of the
Arrangement, SkyWest is also pleased to announce the election of
the new board of directors comprised of Dennis Feuchuk (Chairman),
Rick Alexander, Don Garner, Bruce Hammond, Bob Steele and Richard
Thompson and the appointment of the previously announced management
team of Richard Thompson as President and Chief Executive Officer,
Hany Beshry as Executive Vice President, Exploration, Roy Evans as
Vice President, Finance and Chief Financial Officer, Elizabeth
Burke-Gaffney as Vice President, Land and Trevor Rath as Vice
President, Engineering. In addition, SkyWest is pleased to
announce that Glenn Carley has been appointed to the board and that
Rob Lemermeyer has accepted the position of Vice President,
Production. Pursuant to the Arrangement, former Marquee
shareholders are entitled to receive 1.35 common shares of SkyWest
for each Marquee common share held (before taking into account the
8:1 consolidation) ("SkyWest Shares"). To receive their SkyWest
shares, former Marquee shareholders must submit their Marquee
shares to Olympia Trust Company, depositary under the Arrangement
and transfer agent for the Company, pursuant to the terms and
instructions contained in the letters of transmittal provided to
Marquee shareholders. Based on the outstanding shares of both
companies as of the time immediately prior to the closing of the
Arrangement, the shareholders of SkyWest and Marquee now
respectively own approximately 61% and 39% of SkyWest following
closing of the Arrangement. Peters & Co. Limited acted as
financial advisor for SkyWest and Dundee Securities Ltd. acted as
the exclusive financial advisor and National Bank Financial Inc.
acted as an advisor to Marquee on the Arrangement. Further
Information about Marquee Energy Ltd. Marquee Energy Ltd. is a
publicly traded Calgary-based growth oriented junior oil and gas
company currently focused on high rate of return, oil and liquids
rich gas production in Southern Alberta. Further information
about Marquee Energy Ltd. may be found in its continuous disclosure
documents filed with Canadian securities regulators at
www.sedar.com. Forward Looking Information Certain information
included in this press release constitutes forward-looking
information under applicable securities legislation. Such
forward-looking information is provided for the purpose of
providing information about management's current expectations and
plans relating to the future. Readers are cautioned that reliance
on such information may not be appropriate for other purposes, such
as making investment decisions. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "expect", "plan", "intend", "estimate", "propose",
"project" or similar words suggesting future outcomes or statements
regarding an outlook. Forward-looking information in this press
release may include, but is not limited to, information with
respect to: operational decisions and the timing thereof,
development and exploration plans and the timing thereof; future
production levels; the anticipated benefits resulting from the
Arrangement described in this press release and the projected
timing for the listing of SkyWest's shares on the TSXV under the
symbol MQL. Forward-looking information is based on a number of
factors and assumptions which have been used to develop such
information but which may prove to be incorrect. Although
SkyWest and Marquee believe that the expectations reflected in such
forward-looking information are reasonable, undue reliance should
not be placed on forward-looking information because neither
SkyWest or Marquee can give assurance that such expectations will
prove to be correct. In addition to other factors and
assumptions which may be identified in this press release,
assumptions have been made regarding and are implicit in, among
other things: field production rates and decline rates; the ability
of SkyWest and Marquee to secure adequate product transportation;
the ability of SkyWest to realize the anticipated benefits of the
Arrangement and other transactions; the timely receipt of any
required regulatory approvals; the ability to obtain qualified
staff, equipment and services in a timely and cost efficient manner
to develop its business; the ability to operate the properties in a
safe, efficient and effective manner; the ability to obtain
financing on acceptable terms; the ability to replace and expand
oil and natural gas reserves through acquisition, development of
exploration; the timing and costs of pipeline, storage and facility
construction and expansion; future oil and natural gas prices;
currency, exchange and interest rates; the regulatory framework
regarding royalties, taxes and environmental matters; and the
ability to successfully market its oil and natural gas
products. Readers are cautioned that the foregoing list is
not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks and
uncertainties which could cause actual results to differ materially
from those anticipated by SkyWest and Marquee and described in the
forward-looking information. The material risk factors
affecting SkyWest and its business (including Marquee) are
contained in SkyWest's Annual Information Form which is available
under SkyWest's issuer profile on SEDAR at www.sedar.com and in
Marquee's Annual Information Form which is available under
Marquee's issuer profile on SEDAR at www.sedar.com. The
forward-looking information contained in this press release is made
as of the date hereof and neither SkyWest or Marquee undertake any
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, unless required by applicable securities laws. The
forward looking information contained in this press release is
expressly qualified by this cautionary statement. Additional
Advisories Boes are presented on the basis of one Boe for six Mcf
of natural gas. Disclosure provided herein in respect of Boes
may be misleading, particularly if used in isolation. A Boe
conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. Neither the TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Marquee Petroleum Ltd. CONTACT: Marquee EnergyLtd. Richard Thompson
Roy Evans, C.A.President & CEO Vice President, Finance &
CFO(403) 384-0000 (403) 384-0000richardt@Marqueepl.com
roye@Marqueepl.comor visit the Company's website at
www.Marqueepl.com
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