CALGARY, Feb. 19, 2013 /CNW/ - February 19, 2013 - (TSXV: TOL) TriOil Resources Ltd. ("TriOil" or the "Corporation") announces that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Rights Plan") to be effective February 22, 2013. The Corporation's previously
adopted shareholder rights plan dated August 22, 2012 (the "Previous Plan") expires on February 22, 2013.
As TriOil has initiated a comprehensive strategic alternatives process,
the Rights Plan has been designed to provide shareholders and the Board
with adequate time to consider and evaluate any unsolicited bid made
for the Corporation, to provide the Board with adequate time to
identify, develop and negotiate value-enhancing alternatives, if
considered appropriate, to any such unsolicited bid, to encourage the
fair treatment of shareholders in connection with any take-over bid for
the Corporation and to ensure that any proposed transaction is in the
best interests of the shareholders of the Corporation.
The Rights Plan was not proposed in response to, or in anticipation of,
any pending, threatened or proposed acquisition or take-over bid. The
Board did not adopt the Rights Plan to prevent a take-over of the
Corporation, to secure the continuance of management, the directors of
the Board in their respective offices or to defer offers for the shares
of the Corporation. The issuance of the rights under the Rights Plan
will not change the manner in which shareholders trade their shares.
The Rights Plan is not triggered if an offer to acquire Corporation
shares is made as a "permitted bid" and thereby allows sufficient time
for the Board and shareholders to consider and react to the offer. The
plan will be available for viewing at www.SEDAR.com.
The Rights Plan has been conditionally accepted by the TSX Venture
Exchange. The Rights Plan must be confirmed by shareholders at a
meeting to be held within six months.
TriOil also announces that Mr. Glenn Hockley, an independent director,
has been appointed as the non-executive Chairman of the Board.
Mr. Hockley has served on the TriOil Board since January, 2010 and is
an independent businessman with a significant resume of oil and gas
experience in board of director, special committee and executive
TriOil also announces that its special committee of independent
directors (the "Special Committee") is continuing the review of the Corporation's strategic plan and ways
to enhance and maximize shareholder value. Following receipt of
TriOil's December 31, 2012 reserve report anticipated for late March,
2013, the Special Committee's financial advisors will immediately be
contacting a broad spectrum of parties to solicit interest in a
possible strategic transaction with the Corporation.
Further updates in respect of the Corporation's strategic process will
be made in due course. The Corporation cautions that there are no
assurances or guarantees that this process will result in any
transactions or, if any transactions are undertaken, the terms or
timing of any such transactions.
TriOil is a Calgary, Alberta based company engaged in the exploration,
development and production of petroleum and natural gas.
TriOil trades on the TSX Venture Exchange under the symbol "TOL". As of
February 19, 2013, there are approximately 64.0 million shares issued
and outstanding (70.1 million fully diluted).
Neither the TSX Venture Exchange not 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 news
The information in this press release contains certain forward-looking
statements. These statements relate to future events or our future
performance. All statements other than statements of historical fact
may be forward-looking statements. Forward-looking statements are
often, but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may", "will",
"project", "predict", "potential", "targeting", "intend", "could",
"might", "should", "believe", "would" and similar expressions. These
statements involve substantial known and unknown risks and
uncertainties, certain of which are beyond TriOil's control, including:
the impact of general economic conditions; 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; fluctuations in commodity prices and foreign exchange and
interest rates; stock market volatility and market valuations;
volatility in market prices for oil and natural gas; liabilities
inherent in oil and natural gas operations; uncertainties associated
with estimating oil and natural gas reserves; competition for, among
other things, capital, acquisitions, of reserves, undeveloped lands and
skilled personnel; incorrect assessments of the value of acquisitions;
changes in income tax laws or changes in tax laws and incentive
programs relating to the oil and gas industry, geological, technical,
drilling and processing problems and other difficulties in producing
petroleum reserves; and obtaining required approvals of regulatory
authorities. TriOil's actual results, performance or achievement could
differ materially from those expressed in, or implied by, such
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, what benefits that
TriOil will derive from them. Except as required by law, TriOil
undertakes no obligation to publicly update or revise any
SOURCE: TriOil Resources Ltd.
For further information:
Russell J. Tripp
President & CEO
TriOil Resources Ltd.
Phone: (403) 265-4115