Resolve Energy announces signing of formal Amalgamation Agreement and special meeting date



    TSXV Trading Symbol: RSE.A
    RSE.B
    6,343,000 Class A Shares
    380,538 Class B Shares

    CALGARY, March 23 /CNW/ - Resolve Energy Inc. ("Resolve" or the
"Company") is pleased to announce that the formal Amalgamation Agreement (the
"Agreement") between the Company and Anterra Corporation ("Anterra") to
complete the previously announced transaction to combine the two companies
(the "Amalgamation") has been executed by both parties. The Amalgamation is
subject to the approval of the shareholders of Resolve and Anterra and both
companies have scheduled special shareholder meetings of their respective
shareholders for April 26, 2007 to consider and approve the Amalgamation.
Resolve proposes to mail the Information Circular outlining the details and
terms of the Amalgamation, to its shareholders prior to March 31, 2007.

    THE AMALGAMATION

    Pursuant to the terms of the Agreement, Resolve and Anterra will
amalgamate and continue as a single corporation under the name of Resolve
Energy Inc. ("New Resolve"). New Resolve will have the same capital structure
as Resolve. Under the terms of the Amalgamation, the existing Class A Shares
and Class B Shares of Resolve will be exchanged on a one-for-one basis for
Class A Shares and Class B Shares of New Resolve. The common shares of Anterra
will be exchanged for securities of New Resolve on the basis of 0.5714285 of a
Class A Share of New Resolve and 0.0132 of a Class B Share of New Resolve for
each common share of Anterra. The existing stock options in Resolve and
Anterra will be exercised or cancelled in conjunction with the amalgamation.
The existing warrants in Anterra will be exercisable into Class A Shares and
Class B Shares of New Resolve at the respective exchange ratios set out above.
The Amalgamation will result in the issuance to former Anterra shareholders of
an aggregate of approximately 15,910,188 Class A Shares and 367,525 Class B
Shares of New Resolve (based on the current issued and outstanding shares of
Anterra and prior to the exercise of any outstanding options). Former Resolve
shareholders will receive 6,343,000 Class A Shares of New Resolve and 380,538
Class B Shares of New Resolve. After giving effect to the Amalgamation and
assuming no existing options or warrants are exercised, New Resolve will have
issued and outstanding approximately 22,253,188 Class A Shares, 748,063 Class
B Shares and warrants entitling the holders to acquire 1,609,316 Class A
Shares and 17,037 Class B Shares.

    THE PROCESS

    In order to review the Amalgamation, the Board of Directors of Resolve
formed a Special Committee consisting of independent directors of the Company
to consider the merits and fairness of the transaction to their shareholders.
Resolve retained Acumen Capital Partners ("Acumen") to provide a fairness
opinion to the Board with respect to the transaction. Acumen has advised the
Special Committees of Resolve that the Amalgamation appears to be fair from a
financial point of view to the Resolve shareholders. Certain shareholders of
Resolve, including management, employees and directors holding approximately
60% of the issued and outstanding common shares of Resolve have signed lockup
agreements agreeing to vote their shares in favour of the Amalgamation.

    MANAGEMENT AND BOARD OF NEW RESOLVE

    Management of New Resolve will combine the current management of Resolve
and Anterra as follows: Owen C. Pinnell, P.Eng, Chairman and Chief Executive
Officer, Robert McCuaig, P.Eng, Executive Vice President, Douglas Wine, P.
Geologist, Vice President, Exploration, Giles Parker, CA, Vice President
Finance and Chief Financial Officer, Gordon W. Marsden, P.Eng. Vice President,
Production and Engineering, Alastair J. Robertson, CA, Treasurer and Corporate
Secretary. The Board of Directors of New Resolve will be comprised of six
directors, comprising Owen C. Pinnell, John Read, John McGilvary, Jim Coleman
and Jake Halldorson from Anterra and Ross O. Drysdale from Resolve.

    Resolve Energy is a newly formed emerging junior oil and gas company
focused on the exploration, development and exploitation of oil and natural
gas reserves in western Canada.

    READER ADVISORY

    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved of the
    contents of this news release. The TSX Venture Exchange does not accept
    responsibility for the adequacy or accuracy of this release.

    This news release may contain certain forward-looking statements,
including management's assessment of future plans and operations, and capital
expenditures and the timing thereof, that involve substantial known and
unknown risks and uncertainties, certain of which are beyond the Company's
control. Such risks and uncertainties include, without limitation, risks
associated with oil and gas exploration, development, exploitation,
production, marketing and transportation, loss of markets, volatility of
commodity prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other producers, inability to retain
drilling rigs and other services, delays resulting from or inability to obtain
required regulatory approvals and ability to access sufficient capital from
internal and external sources, the impact of general economic conditions in
Canada, the United States and overseas, industry conditions, changes in laws
and regulations (including the adoption of new environmental laws and
regulations) and changes in how they are interpreted and enforced, increased
competition, the lack of availability of qualified personnel or management,
fluctuations in foreign exchange or interest rates, stock market volatility
and market valuations of companies with respect to announced transactions and
the final valuations thereof, and obtaining required approvals of regulatory
authorities. The Company's actual results, performance or achievements could
differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurances can be given that
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what benefits, including the amount of
proceeds, that the Company will derive therefrom. Readers are cautioned that
the foregoing list of factors is not exhaustive. All subsequent
forward-looking statements, whether written or oral, attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. Furthermore, the forward-looking
statements contained in this news release are made as at the date of this news
release and the Company does not undertake any obligation to update publicly
or to revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be
required by applicable securities laws.

    The term BOE or BOEs may be misleading, particularly if used in
isolation. A BOE (barrel of oil equivalent) conversion rate of 6 Mcf per one
(1) BOE is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.

    %SEDAR: 00024512E




For further information:

For further information: Alastair J. Robertson, Vice-President Finance
and CFO, Telephone: (403) 215-2383, robertsona@resolveenergyinc.com, 1420,
1122 - 4th Street SW, Calgary, Alberta, T2R 1M1, Facsimile: (403) 261-6601

Organization Profile

RESOLVE ENERGY INC.

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