Paramount Energy Trust Announces Variation of Offer For Profound Energy Inc. and Acquisition of Shares



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

    CALGARY, June 17 /CNW/ - Paramount Energy Trust ("PET" or the "Trust")
(TSX:PMT.UN) announced today that it has varied the terms of the offer
described in the take-over bid circular and offer (the "Offer") originally
mailed on April 24, 2009 by 1463072 Alberta Ltd., an indirect wholly-owned
subsidiary of PET, to shareholders of Profound Energy Inc. ("Profound"). The
Offer has been varied by amending the minimum tender condition set out at
subsection (a) of Section 4 of the Offer entitled, "Conditions of the Offer"
from 66 2/3% of the Common Shares outstanding on a fully diluted basis to
50.1% of Common Shares outstanding on a fully diluted basis (excluding any
Common Shares issued or issuable upon conversion of the Profound special
warrants held by PET (the "Special Warrants")), other than any Common Shares
held at the date of the Offer by or on behalf of PET or its affiliates or any
Common Shares issued or issuable upon conversion of the Special Warrants. The
expiry time of the Offer will be 8:00 a.m. (Calgary time) on June 30, 2009. A
notice of variation and extension will be mailed to Profound shareholders.
    In the event the conditions to the Offer, as varied, are satisfied at
8:00 a.m. (Calgary time) on June 30, 2009, PET intends to take up and pay that
day for all deposited Common Shares. To the extent that PET takes up and pays
for Common Shares under the Offer on June 30, 2009 and Profound shareholders
thereby become holders of record of PET trust units ("PET Trust Units") on
June 30 2009, through electing to receive PET Trust Units and/or through
proration under the Offer, such Profound shareholders will become eligible to
receive the June distribution payable on July 15, 2009 on the PET Trust Units
in the amount of $0.05 per PET Trust Unit. Assuming that either all Profound
shareholders tendered to the Cash Alternative under the Offer or all Profound
shareholders tendered to the Unit Alternative under the Offer, and based on
the maximum cash permitted, the Maximum Unit Consideration and Profound's
in-the-money options, each Profound shareholder would be entitled to receive
approximately $0.395 in cash and approximately 0.278 of a PET Trust Unit for
each Common Share tendered. This would result in depositing Profound
shareholders receiving a distribution on their PET Trust Units for the month
of June equivalent to approximately $0.0139 per Common Share.
    The closing price of the PET Trust Units on Wednesday, June 17, 2009 was
$4.80. Based upon the assumed pro rationing of $0.395 in cash and
approximately 0.278 of a PET Trust Unit for each Common Share tendered, the
Offer represents an ascribed value of $1.73 per Common Share, a premium of
approximately 166% 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 180% 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.
    PET also announces that it has today purchased on the TSX 294,000 common
shares (the "Acquired Shares") of Profound. The highest price per share paid
for the Acquired Shares was $1.75. During the currency of the Offer, PET has
purchased on the TSX an aggregate of 1,854,900 Common Shares at an average
price of $1.6451 per Common Share. After giving effect to the purchase of the
Acquired Shares, PET and its subsidiaries own 1,854,900 Common Shares and
9,224,310 Special Warrants, which represents 100% of the Special Warrants
issued by Profound and approximately 23.9% of the Common Shares on a pro forma
basis after giving effect to the conversion of the Special Warrants. Each
Special Warrant is convertible into one Common Share, subject to adjustment.
Conversion of the Special Warrants is automatic in certain events and
otherwise at the option of PET. The Special Warrants are redeemable by PET and
Profound at their subscription price in certain circumstances.
    The Common Shares purchased on the TSX were acquired for investment
purposes. PET intends to continue to purchase Common Shares through the
facilities of the TSX. PET intends to make such purchases itself, or through
one or more of its direct or indirect subsidiaries. PET will be filing a
report (as contemplated by National Instrument 62-103 The Early Warning System
and Related Takeover Bid and Insider Reporting Issues) in connection with the
acquisition of the Acquired Shares as noted above in this release. To obtain a
copy of such report, please contact Ms. Sue M. Showers at the number provided
below.
    As at the close of market today, approximately 58.3% of the outstanding
Common Shares, including Common Shares issuable on exercise of outstanding
stock options, had been tendered to the Offer or acquired by PET through
market purchases as contemplated by the Offer. Common Shares tendered to the
Offer to date, in combination with Common Shares currently owned by PET and
its subsidiaries and Common Shares that would be owned by PET upon conversion
of the Special Warrants represent approximately 66.45% of the Common Shares on
a fully diluted basis.
    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 Profound shareholders tender their Common
Shares to the Offer.
    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.,
1-888-518-6554 (Toll Free), Outside North America, Banks and Brokers Call
Collect: (416) 867-2272, (416) 867-2271 (FAX), 1-866-545-5580 (FAX - Toll
Free); 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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