Ridgeback Exploration Ltd. to be Acquired by Avenir Diversified Income Trust



    CALGARY, June 22 /CNW/ - Ridgeback Exploration Ltd. ("Ridgeback") has
entered into a Pre-Acquisition Agreement (the "Agreement") with Avenir
Diversified Income Trust ("Avenir") pursuant to which Avenir will make,
subject to certain conditions, including the deposit of not less than 66 2/3%
of the issued and outstanding common shares of Ridgeback ("Ridgeback Shares"),
receipt of all required regulatory approvals and other customary conditions,
an offer to acquire all of the 23,505,871 Ridgeback Shares, for cash, at a
price of $0.62 per share (the "Offer"). Avenir will also assume Ridgeback's
net debt which, as at June 30, 2009, is expected to be not in excess of $4.5
million.
    The terms of the Agreement have been unanimously agreed to by the Boards
of Directors of each of Ridgeback and Avenir. The Board of Directors of
Ridgeback has concluded that the Offer is in the best interests of Ridgeback
and the holders of Ridgeback Shares ("Ridgeback Shareholders") and will
recommend that Ridgeback Shareholders tender their Ridgeback Shares to the
Offer. Holders of in excess of 34% of the outstanding Ridgeback Shares,
including all directors and officers of Ridgeback, have entered into lock-up
agreements with Avenir whereby they have agreed to tender their Ridgeback
Shares to the Offer. Peters & Co. Limited has acted as financial advisor to
Ridgeback and has provided the Board of Directors of Ridgeback with their
opinion that the consideration to be received by the holders of Ridgeback
Shares pursuant to the Offer is fair from a financial point of view to the
Ridgeback Shareholders.
    Ridgeback has agreed to pay Avenir a non-completion fee in the amount of
$700,000 and Avenir has agreed to pay Ridgeback a non-completion fee of
$500,000 in certain circumstances if the Offer is not completed. Ridgeback has
agreed to terminate any discussion with other parties and agreed not to
solicit or initiate discussions or negotiations with any third party with
respect to alternate transactions involving Ridgeback and has granted Avenir a
right of first refusal to match any other proposal Ridgeback may receive.
    The Avenir take-over bid circular and Ridgeback's directors circular are
expected to be mailed out to the Ridgeback Shareholders in late June 2009 and
the Offer will expire on the first business day which falls after the 35th day
following the date of mailing unless otherwise extended by Avenir in
accordance with the terms of the Agreement.

    Ridgeback is a private Alberta based corporation actively engaged in the
exploration, development and production of crude oil and natural gas in
Alberta.





For further information:

For further information: Bradley Purdy, President & CEO, Ridgeback
Exploration Ltd., Suite 600, 703 - 6th Avenue S.W., Calgary, Alberta, T2P 0T9,
Telephone: (403) 770-0779, Facsimile: (403) 264-7662

Organization Profile

RIDGEBACK EXPLORATION LTD.

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