CALGARY, June 21, 2012 /CNW/ - CanRock Energy Corp. (TSX-V: CNK) ("CanRock" or the "Company") is pleased to announce that on June 20, 2012 it mailed a notice of
meeting, management information circular (the "Information Circular") and related documents to its shareholders (the "Shareholders") in connection with the special meeting of Shareholders to be held at
9:30 a.m. on July 16, 2012 (the "Meeting"). At the Meeting, Shareholders will be asked to approve the
arrangement announced by the Company on May 22, 2012, whereby subject
to the terms and conditions of an arrangement agreement (the "Arrangement Agreement") with Alston Energy Inc. ("Alston"), Alston will acquire all of the issued and outstanding common shares
in the capital of CanRock (the "CanRock Shares"), pursuant to a plan of arrangement (the "Arrangement"). Assuming the Arrangement becomes effective, holders of CanRock
Shares will receive 2.321 common shares of Alston ("Alston Shares") for each CanRock Share held. At the Meeting, the Shareholders will
be asked to approve the Arrangement.
The board of directors of CanRock (the "CanRock Board") has determined that the Arrangement is in the best interests of
CanRock and is fair to the Shareholders and recommends the Shareholders
vote FOR the Arrangement. The determination of the CanRock Board is
based on various factors described more fully in the Information
Circular, including an opinion dated May 18, 2012 by CanRock's
financial advisor, Emerging Equities Inc., that the Arrangement is
fair, from a financial point of view, to the Shareholders.
To be effective, the Arrangement must be approved by a special
resolution passed by at least two‐thirds of the votes cast by the
Shareholders present in person or represented by proxy at the Meeting.
Each holder of CanRock Shares on the record date of June 18, 2012 (the
"Record Date") is entitled to one vote for each CanRock Share held. Certain
directors and officers of CanRock have entered into lock‐up agreements
with Alston, whereby they have agreed to vote their CanRock Shares (and
any CanRock Shares issued on the exercise of outstanding options and
warrants to purchase CanRock Shares) in favour of the Arrangement.
The Arrangement is subject to final approval by the Court of Queen's
Bench of Alberta and is subject to the satisfaction of certain other
In summary, Shareholders should pay particular attention to the
following important dates:
July 12, 2012 - Last day to deposit proxies.
July 16, 2012 - Special meeting of Shareholders.
July 17, 2012 - Effective time of the Arrangement.
All of the documents in the mail out may also be viewed on the Company's
profile on SEDAR at www.sedar.com.
The Company also announces that it has issued an aggregate of 200,000
CanRock Shares to a strategic advisor for fees owed pursuant to a
historical asset purchase by the Company.
About CanRock Energy Corp.
CanRock is a junior oil and gas company, incorporated in Alberta, and
listed on the TSXV. Its primary exploration and production focus is in
Provost, Alberta. More information about CanRock can be found on SEDAR
under the company's profile at www.sedar.com.
Forward-Looking Statements: This press release contains forward-looking information. More
particularly, this press release contains statements concerning the
completion of the Arrangement, the timing of the special meeting of
shareholders of CanRock and the anticipated results therefrom.
Although CanRock believes in light of the experience of its officers
and directors, current conditions and expected future developments and
other factors that have been considered appropriate, that the
expectations reflected in this forward-looking information are
reasonable, undue reliance should not be placed on them because CanRock
cannot give any assurance that they will prove to be correct.
Forward-looking information involves known and unknown risks,
uncertainties, assumptions (including, but not limited to, assumptions
on the performance and financial results of the resulting issuer) and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking information.
The terms and conditions of the prospective Arrangement may change
based on regulatory and third party comments, consents and approvals
and the ability to meet the conditions of the Arrangement Agreement in
the required and anticipated timeframes. The forward-looking statements
contained in this press release are made as of the date hereof and
CanRock does not undertake any obligation to update publicly or revise
any forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Completion of the proposed Arrangement is subject to a number of
conditions, including but not limited to, TSX Venture Exchange
acceptance. The proposed Arrangement cannot close until the required
CanRock shareholder approval is obtained. There can be no assurance
that the proposed Arrangement will be completed as proposed or at
This press release is not an offer of the securities for sale in the
United States. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an exemption from
registration. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or sale
would be unlawful.
Investors are cautioned that, except as disclosed in the Information
Circular, any information released or received with respect to the
proposed Arrangement may not be accurate or complete and should not be
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed Transaction and has neither approved nor disapproved the
contents of this press release. 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 press release.
SOURCE CanRock Energy Corp.
For further information:
ALSTON ENERGY INC.
Don K. Umbach, President
Telephone: (403) 245-4261
Troy Winsor, VP Business Development
CANROCK ENERGY CORP.
Bruce Eckert, President
Telephone: (403) 265-2770