/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
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.
President & CEO
VP Finance & CFO
Vero Energy Ltd.
President & CEO