Gibraltar Exploration Ltd. to be Acquired by Crescent Point Energy Trust



    CALGARY, May 7 /CNW/ - Gibraltar Exploration Ltd. ("Gibraltar") has
entered into an Arrangement Agreement with Crescent Point Energy Trust (the
"Trust") and Crescent Point General Partner Corp. pursuant to which the issued
and outstanding common shares of Gibraltar ("Gibraltar Shares") shall be
acquired by the publicly traded corporation ("Crescent Point") resulting from
the corporate conversion (the "Corporate Conversion") of the Trust by way of a
plan of arrangement on the basis of 0.1397 of a common share of Crescent Point
for each Gibraltar Share (the "Gibraltar Arrangement"). The Corporate
Conversion is to be completed on or before the closing of the Gibraltar
Arrangement. In addition, each holder of a Gibraltar Share will also receive a
proportionate number of common shares in a new corporation which will have no
debt and which will hold all of Gibraltar's petroleum and natural gas rights
and related interests in the Cutpick, Lynx and Redrock areas of Alberta
(collectively, the "Newco Properties"), together with cash in the amount of $1
million. Average production for March 2009 from the Newco Properties was
approximately 764 BOE/d (88% natural gas and 12% natural gas liquids). The
five day volume weighted average price of the trust units of the Trust
immediately before the execution of the Arrangement Agreement was $28.67.
Crescent Point will also assume Gibraltar's net debt which is currently
estimated to be approximately $72.6 million.
    The terms of the Arrangement Agreement have been unanimously approved by
the boards of directors of Gibraltar and the Trust. The directors and officers
of Gibraltar have entered into lock-up agreements with the Trust to vote the
Gibraltar Shares held, directed or controlled by such directors and officers
(approximately 11.8% of the outstanding Gibraltar Shares) in favour of the
Gibraltar Arrangement. The board of directors of Gibraltar has unanimously:
(i) determined that the transactions contemplated by the Arrangement Agreement
are in the best interests of Gibraltar and the Gibraltar shareholders and the
consideration to be received by the Gibraltar shareholders is fair, from a
financial point of view, to the Gibraltar shareholders; (ii) approved the
Arrangement Agreement and the transactions contemplated thereby; and (iii)
determined to recommend that the Gibraltar shareholders vote in favour of the
transactions contemplated by the Arrangement Agreement.
    FirstEnergy Capital Corp. is acting as financial advisor to the board of
directors of Gibraltar and has provided an opinion that the consideration to
be received by the Gibraltar shareholders pursuant to the Gibraltar
Arrangement is fair, from a financial point of view, to the Gibraltar
shareholders.
    The Gibraltar Arrangement will be subject to the approval of 66 2/3% of
the votes cast by Gibraltar shareholders at a special meeting of shareholders
expected to be held in late June 2009. Closing is subject to certain other
conditions, including court and other regulatory approvals, and the closing of
the Corporate Conversion. Closing of the Gibraltar Arrangement is expected to
occur in early July 2009. An information circular is expected to be mailed to
Gibraltar shareholders in early June 2009.

    Gibraltar is a private Alberta based corporation actively engaged in the
exploration, development and production of crude oil and natural gas in
Alberta and Saskatchewan. There are 29,438,176 Gibraltar Shares issued and
outstanding.

    Where amounts are expressed herein on a barrel of oil equivalent ("BOE")
basis, natural gas volumes have been converted to oil equivalence at six
thousand cubic feet per barrel. The term BOE may be misleading, particularly
if used in isolation. A BOE conversion ratio of six thousand cubic feet per
barrel is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.

    This information contains forward-looking statements under applicable
securities laws. Forward-looking statements are necessarily based upon
assumptions and judgments with respect to the future including, but not
limited to, the outlook for commodity markets and capital markets, the
performance of producing wells and reservoirs, and the regulatory and legal
environment. Many of these factors can be difficult to predict. As a result,
the forward-looking statements are subject to known or unknown risks and
uncertainties that would cause actual results to differ materially from those
anticipated or implied in the forward-looking statements.





For further information:

For further information: Donald J. Sabo, President and CEO; or James
(Pep) Lough, VP Finance and CFO, Gibraltar Exploration Ltd., Suite 1100, 633 -
6th Avenue S.W., Calgary, Alberta T2P 2X5, Telephone: (403) 444-2818,
Facsimile: (403) 444-2819

Organization Profile

GIBRALTAR EXPLORATION LTD.

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