Paramount Energy Trust Announces Extension of Offer for Profound Energy Inc.



    
    TSX: PMT.UN, PMT.DB, PMT.DB.A,
    PMT.DB.B, PMT.DB.C
    PINK SHEETS: PMGYF
    

    CALGARY, June 1 /CNW/ - Paramount Energy Trust (TSX:PMT.UN) ("PET" or the
"Trust") announced today that as of 8:00 a.m. (Calgary Time) on June 1, 2009,
the minimum tender condition of 66 2/3% of the common shares (the "Common
Shares") of Profound Energy Inc. ("Profound") outstanding on a fully-diluted
basis (excluding any Common Shares issued upon conversion of special warrants
held by PET) had not been satisfied under the previously announced offer (the
"Offer") of 1463072 Alberta Ltd. (the "Offeror"), an indirect wholly-owned
subsidiary of PET, to acquire all of the Common Shares, including Common
Shares which become outstanding upon exercise or conversion of stock options,
performance warrants and other securities of Profound convertible into Common
Shares. As at the expiry time, approximately 53% of the outstanding Common
Shares, including Common Shares issuable on exercise of outstanding stock
options, had been tendered to the Offer. The deposited Common Shares represent
more than 50% of the Common Shares held by Independent Shareholders (as
defined in the Profound shareholder protection rights plan).
    The Offeror has extended the expiry date of the Offer to 8:00 a.m.
(Calgary Time) on June 15, 2009, to allow Profound shareholders an additional
opportunity to tender their Common Shares. A notice of extension will be
mailed to Profound shareholders.
    Based upon the current trading price of the PET trust units, the Offer
represents an even more significant premium to the trading price of the Common
Shares prior to the announcement of the Offer than the premium originally
reflected upon the announcement of the Offer. The closing price of the PET
trust units on Friday, May 29, 2009 was $4.32. Assuming that either all
Profound shareholders tender to the Cash Alternative ($1.34 in cash per Common
Share) or all Profound shareholders tender to the Unit Alternative (0.394 of a
PET trust unit per Common Share), and based upon the maximum cash
consideration and the maximum unit consideration provided for in the Offer,
each holder of a Common Share would receive $0.395 in cash and 0.278 of a PET
trust unit for each Common Share tendered, subject to adjustment for
fractional PET trust units. This represents an ascribed value of $1.60 per
Common Share, a premium of approximately 146% over the closing price of the
Common Shares on the TSX on the last trading day immediately preceding the
announcement of the Offer of $0.65 and a premium of approximately 159% over
the volume weighted average trading price of the Common Shares on the TSX for
the 30 trading days immediately preceding the announcement of the Offer of
$0.618.
    This news release is neither an offer to purchase securities nor a
solicitation of an offer to sell securities. PET has filed a take-over bid
circular and offer with Canadian securities regulatory authorities with
respect to the Offer and Profound has filed a directors' circular with respect
to the Offer, recommending that shareholders tender their Profound common
shares to the Offer.
    Shareholders of Profound and other investors are urged to read the
take-over bid circular, the related directors' circular and the notice of
extension. These documents, as well as any amendments and supplements to them
and any other relevant document filed or to be filed with Canadian securities
regulatory authorities contain important information.
    PET has retained Kingsdale Shareholder Services Inc. as information agent
for the Offer. Shareholders may obtain a copy of the take-over bid circular,
the related letter of transmittal and election form, notice of guaranteed
delivery, the directors' circular and certain other offer documents at
www.sedar.com. In addition, any questions or requests for assistance or
further information on how to tender common shares to the Offer, may be
directed to and copies of the above referenced documents may be obtained by
contacting the information agent at 1-888-518-6554 or by email at
contactus@kingsdaleshareholder.com.

    Paramount Energy Trust is a natural gas-focused Canadian energy trust.
Paramount's Trust Units and Convertible Debentures are listed on the Toronto
Stock Exchange under the symbols "PMT.UN", "PMT.DB", "PMT.DB.A", "PMT.DB.B"
and "PMT.DB.C", respectively. Further information with respect to the Trust
can be found at its website at www.paramountenergy.com.

    NOTICE TO UNITED STATES SHAREHOLDERS

    The Offer is made for the securities of a Canadian company and is subject
to Canadian disclosure requirements that are different from those of the
United States. Financial statements included or incorporated by reference in
the take-over bid circular and Offer, if any, have been prepared in accordance
with Canadian generally accepted accounting principles and are subject to
Canadian auditing and auditor independence standards, which differ from United
States generally accepted accounting principles and United States auditing and
auditor independence standards. As a result, such financial statements may not
be comparable to the financial statements of United States companies.
    It may be difficult for U.S. shareholders to enforce their rights and any
claim that they may have arising under the United States federal or state
securities laws, as the Offeror, Paramount Energy Trust and the administrator
of Paramount Energy Trust are located in Canada, and all of their officers and
directors are residents of Canada. U.S. shareholders may not be able to sue a
foreign entity or its officers or directors in a foreign court for violations
of U.S. federal or state securities laws. It may be difficult to compel a
foreign entity and its affiliates to subject themselves to a U.S. court's
judgment.
    U.S. Shareholders should be aware that the Offeror or its affiliates may
bid for or purchase securities otherwise than under the Offer, such as in open
market or privately negotiated purchases, subject to applicable securities
laws.

    
    The TSX has neither approved nor disapproved the information contained
    herein.
    





For further information:

For further information: Kingsdale Shareholder Services Inc., (416)
867-2272 or Toll Free: 1-888-518-6554, (416) 867-2271 or Toll Free:
1-866-545-5580 (FAX); or Paramount Energy Trust, Susan L. Riddell Rose,
President and Chief Executive Officer,(403) 269-4400; or Paramount Energy
Trust, Cameron R. Sebastian, Vice President, Finance and Chief Financial
Officer, (403) 269-4400; or Paramount Energy Trust, Sue M. Showers, Investor
Relations and Communications Advisor,(403) 269-4400, (403) 269-4444 (FAX); or
Paramount Energy Operating Corp, Administrator of Paramount Energy Trust,
Suite 3200, 605 - 5 Avenue SW, Calgary, Alberta, T2P 3H5, Email:
info@paramountenergy.com, Website: www.paramountenergy.com


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