/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
TRADING SYMBOL - REG
CALGARY, June 12 /CNW/ - Regal Energy Ltd. ("Regal" or the "Corporation")
is pleased to announce that all of the matters set forth in the Corporation's
information circular dated May 7, 2009 (the "Circular") to be voted upon were
approved by the Corporation's shareholders at yesterday's annual general and
special meeting (the "Meeting").
The Corporation is pleased to announce that the slate of directors
elected at the Meeting consists of Messrs Hugh G. Ross, Michael H. Halvorson,
Harry L. Knutson, Al J. Kroontje, Larry C. Mah and A. Bruce Macdonald. Messrs
Ross and Halvorson were appointed directors on March 31, 2009 in conjunction
with the $13,875,000 private placement financing that closed on that date.
Messrs Kroontje and Knutson have been directors since 2004 and 2006
respectively while Messrs. Mah and Macdonald are new additions.
At the Meeting, the Corporation also approved a change of its auditors
from KPMG LLP to Collins Barrow Calgary LLP. The proposed change of auditors
by the Corporation is not a result of any reportable events. Further details
regarding the Corporation's proposed change of auditors are available in the
Circular and in the Corporation's Notice of Change of Auditor, both of which
are available electronically at www.sedar.com. The Corporation has also
previously announced a change in its financial year-end from September 30 to
December 31, to better allow interested parties to compare Regal's financial
results with those of other companies in the same industry.
The previously-announced share consolidation (the "Share Consolidation")
of the Corporation's issued and outstanding common shares (the "Common
Shares") on the basis of one (1) new common share for up to fifteen (15)
Common Shares currently issued and outstanding (the "New Common Shares") was
also approved. Currently there are 427,550,209 Common Shares of the
Corporation issued and outstanding. On a post-consolidated basis, the
Corporation anticipates that there will be approximately 28,503,300 New Common
Shares of the Corporation issued and outstanding, depending upon the
consolidation ratio. The Board of Directors believes that consolidation of the
Common Shares should enhance their marketability as an investment and should
facilitate additional financings to fund operations in the future.
No fractional New Common Shares will be issued as a result of the Share
Consolidation. If, as a result of the Share Consolidation, the holder of New
Common Shares would otherwise be entitled to a fraction of a share, the number
of New Common Shares issuable to such shareholder shall be rounded down to the
nearest whole number. In addition, the exercise price and number of common
shares of the Corporation issuable upon the exercise of outstanding options,
warrants and other convertible securities will be proportionally adjusted upon
the implementation of the proposed share consolidation. Notwithstanding
shareholder approval, the Board of Directors may, in their sole discretion,
revoke the resolution approving the Share Consolidation at any time prior to
In connection with the Share Consolidation, the Corporation is proposing
a name change (which was also approved at the Meeting) and may also seek a new
stock trading symbol from the TSX Venture Exchange. The Corporation is
proposing to change its name to "Novus Energy Inc." or such other name as may
be determined by the Board of Directors and as may be accepted to the TSX
Venture Exchange. Notwithstanding shareholder approval, the Board of Directors
may, in their sole discretion, revoke the resolution approving the change of
corporate name at any time prior to its implementation.
Further details with regard to the background, reasoning and impact of
the proposed share consolidation and the proposed name change are contained in
the Circular, a copy of which is available electronically at www.sedar.com.
The Corporation's shareholders also approved the previously announced
grant of performance warrants ("Performance Warrants") to new management on
the terms set forth in the Circular. The issuance of Performance Warrants is
conditional upon implementation of the Share Consolidation. The allocation of
the Performance Warrants to new management will be determined by the Board of
Directors at a later date.
Lastly, the Corporation's new stock option plan was also approved at the
Meeting, a copy of which is attached as a schedule to the Circular, which is
available electronically at www.sedar.com.
Regal Energy Ltd. is a junior Canadian energy company engaged in the
exploration, acquisition, development and production of crude oil and natural
gas in western Canada. Regal's main areas of focus currently are the Bakken
oil play at Roncott, Saskatchewan, the Garrington natural gas property located
in west central Alberta, the Eight Mile natural gas property located in
northeast British Columbia and the Windfall property in Alberta. Regal is
listed on the TSX Venture Exchange under the symbol "REG".
This news release will not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. Such
securities have not been registered under the United States Securities Act of
1933 and may not be offered or sold in the United States, or to a U.S. person,
absent registration, or an applicable exemption therefrom.
Completion of the Share Consolidation and name change contemplated herein
are subject to a number of conditions, including but not limited to, TSX
Venture Exchange acceptance and the ability of the Corporation to maintain its
TSX Venture Exchange Tier Maintenance Requirements post consolidation. There
can be no assurance that the Share Consolidation or name change will be
completed as proposed, or on a specific date, or at all. There can be no
assurance that the Performance Warrants will be issued. There can be no
assurances that the market price of the New Common Shares will increase as a
result of the Share Consolidation. The marketability and trading liquidity of
the consolidated shares of the Corporation may not improve as a result of the
Share Consolidation. The Share Consolidation may result in some shareholders
owning "odd lots" of less than 100 Common Shares which may be more difficult
for such shareholders to sell or which may require greater transaction costs
per share to sell.
Investors are cautioned that, except as disclosed in the management
information circular prepared in connection with the transactions, any
information released or received with respect to the transactions may not be
accurate or complete and should not be relied upon. Trading in the securities
of the Corporation should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed consolidation or name change and has neither approved or disapproved
the contents of this press release.
This news release contains certain forward-looking information and
statements within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends",
"confident", "might" and similar expressions are intended to identify
forward-looking information or statements. In particular, but without limiting
the foregoing, this news release contains forward-looking information and
statements pertaining to: (i) completion of the Share Consolidation, including
Regal's ability to obtain necessary approvals from the TSX Venture Exchange;
(ii) the proposed corporate name change, including Regal's ability to
obtaining necessary approvals from the TSX Venture Exchange and from the
Alberta corporate registry, (iii) a potential new stock trading symbol for the
Corporation on the TSX Venture Exchange; (iv) the issuance of Performance
Warrants, and (v) other expectations, beliefs, plans, goals, objectives,
assumptions, information and statements about possible future events,
conditions, results of operations or performance. Various assumptions were
used in drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release.
The forward-looking information and statements included in this news
release are not guarantees of future performance and should not be unduly
relied upon. Forward-looking statements are based on current expectations,
estimates and projections that involve a number of risks and uncertainties,
which could cause actual results to differ materially from those anticipated
and described in the forward-looking statements. Such information and
statements involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from those
anticipated in such forward-looking information or statements.
The foregoing list of assumptions, risks and uncertainties is not
exhaustive. The forward-looking information and statements contained in this
news release speak only as of the date of this news release, and Regal assumes
no obligation to publicly update or revise them to reflect new events or
circumstances, except as may be required pursuant to applicable securities
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 release.
For further information:
For further information: Hugh G. Ross, President and CEO, Telephone:
(403) 263-4310, Fax: (403) 263-4368; Ketan Panchmatia, VP Finance and CFO,
Telephone: (403) 263-4310, Fax: (403) 263-4368