TORC Oil & Gas Ltd. and Vero Energy Inc. Announce Successful Shareholder Votes to Approve Combination


CALGARY, Nov. 16, 2012 /CNW/ - Vero Energy Inc. ("Vero") (TSX:VRO) and TORC Oil & Gas Ltd. ("TORC") are pleased to announce that the holders ("TORC Shareholders") of class "A" common shares of TORC have approved the previously announced plan of arrangement (the "Arrangement") pursuant to which TORC Shareholders will receive 0.87 of a common share ("Vero Share") of Vero for each TORC Share held and TORC and Vero will amalgamate and continue under the name "TORC Oil & Gas Ltd." ("New TORC").  Vero Shares will continue to represent common shares of New TORC on a one-for-one basis.  The Arrangement was approved by TORC Shareholders holding 100% of the TORC Shares voted on the Arrangement at the special meeting of TORC Shareholders held November 16, 2012.

Vero is pleased to announce that at the special meeting of holders ("Vero Shareholders") of Vero Shares held on November 16, 2012, Vero received the requisite Vero Shareholder approval for the issuance of the requisite number of Vero Shares to be issued pursuant to and in connection with the Arrangement.

TORC also received approval of the Arrangement by the Court of Queen's Bench of Alberta on November 16, 2012.

The Arrangement is expected to become effective on November 19, 2012, upon which the outstanding TORC subscription receipts will, through a series of steps under the Arrangement, be converted into 0.87 of a common share of New TORC for each subscription receipt held.  Holders of TORC subscription receipts are not required to take any action in order to receive the New TORC common shares and flow-through common shares to which they are entitled.

Note Regarding Forward Looking Statements:

Forward looking statements in this news release include statements regarding the expected timing and completion of the Arrangement. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties including, without limitation, the risks associated with the oil and gas industry in general such as operational risks in development, exploration, production, marketing and transportation; loss of markets; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to reserves, production, cost and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; inability to retain drilling rigs and other services; capital expenditure costs, including drilling, completion and facilities costs; unexpected decline rates in wells; delays in projects and/or operations resulting from surface conditions; wells not performing as expected; incorrect assessment of the value of acquisitions including the Arrangement; failure to realize the anticipated benefits of acquisitions including the Arrangement; ability to access sufficient capital from internal and external sources; delays resulting from or failure to obtain required regulatory and other approvals; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations.

The completion and timing of the Arrangement is based on a number of assumptions, including, that all conditions to completion of the Arrangement are satisfied by TORC, Vero and other third parties.

Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although Vero and TORC believe that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Vero and TORC can give no assurance that such expectations will prove to be correct

Readers are cautioned that the foregoing list of factors and assumptions is not exhaustive. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Vero and TORC 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.

SOURCE: TORC Oil & Gas Ltd.

For further information:

TORC Oil & Gas Ltd.
Brett Herman
President & CEO
Jason Zabinsky
VP Finance & CFO

Vero Energy Ltd.
Doug Bartole
President & CEO


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