/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
CALGARY, May 4 /CNW/ - Iteration Energy Ltd. ("Iteration") (TSX-ITX) is pleased to provide an update to the joint press release of Iteration and Storm Ventures International Inc. ("SVI") dated May 3, 2010, whereby they announced that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Iteration and SVI have agreed to complete a strategic business combination pursuant to a statutory plan of arrangement (the "Arrangement"). The combination will create a new, growth oriented company named Chinook Energy Inc. ("Chinook") with current production in excess of 20,000 boe/d and a deep inventory of repeatable drilling opportunities in both Western Canada and Tunisia. It is a condition under the Arrangement Agreement that the Toronto Stock Exchange shall have approved, subject only to customary conditions, the listing of the outstanding SVI shares and the SVI shares issuable pursuant to the Arrangement, such that Chinook shall be a public company.
Under the terms of the Arrangement, Iteration shareholders may elect to receive:
(a) $1.83 cash for each Iteration share held, subject to a minimum
aggregate cash payment of $50 million and a maximum aggregate cash
payment of $225 million, or
(b) 0.5631 of a common share of SVI for each Iteration share held,
subject to pro ration, if required, based on cash elections described
(c) any combination of the foregoing, subject to the cash restrictions
set out above.
If the maximum cash is elected, Iteration shareholders will receive approximately $1.05 of cash and 0.2400 of a common share of SVI for each Iteration share held. If the minimum cash is elected, Iteration shareholders will receive approximately $0.23 of cash and 0.4923 of a SVI share for each Iteration share held. The Arrangement contemplates a $3.25 per share value for SVI.
The Arrangement is subject to customary stock exchange, court and regulatory approvals and the requisite approval of the securityholders of Iteration. Iteration expects that the information circular for the Iteration securityholder meeting is expected to be mailed to Iteration securityholders on or about May 31, 2010 and it is anticipated that the special meeting of Iteration's securityholders will be held on or about June 28, 2010 with closing of the Arrangement to occur shortly thereafter.
For further information regarding the Arrangement, refer to the joint news release of Iteration and SVI dated May 3, 2010, a copy of which is filed on www.sedar.com.
This 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.
Certain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this document contains, without limitation, forward-looking statements pertaining to the following: expectations of management regarding the proposed Arrangement, including the timing of completion of the Arrangement; mailing of an information circular approving the Arrangement, holding of a securityholder meeting approving the Arrangement, listing of the SVI shares on the Toronto Stock Exchange and the terms and conditions of the Arrangement Agreement.
With respect to forward-looking statements contained in this document, Iteration has made assumptions regarding, among other thing, the terms of the Arrangement Agreement and listing on the Toronto Stock Exchange. Although Iteration believes that the expectations reflected in the forward looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Iteration's actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Arrangement may not close when planned or at all or on the terms and conditions set forth herein; the failure of SVI and Iteration to obtain the necessary securityholder, court, exchange, regulatory and other third party approvals required in order to proceed with the Arrangement and the other factors described under "Risk Factors" in Iteration's most recently filed Annual Information Form, a copy of which is available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, SVI and Iteration do not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
SOURCE ITERATION ENERGY LTD.
For further information: For further information: Brian Illing, President and Chief Executive Officer, Iteration Energy Ltd., Telephone: (403) 261-6883; Willie Dawidowski, Vice President and Controller, Iteration Energy Ltd., Telephone: (403) 261-6883