CALGARY, Sept. 4 /CNW/ - TriStar Oil & Gas Ltd. (TSX:TOG) is pleased to
announce it has obtained an Interim Order of the Court of Queen's Bench of
Alberta providing for, among other things, the holding of a meeting of the
shareholders of TriStar ("TriStar Shareholders") to approve the previously
announced arrangement under the Business Corporations Act (Alberta) (the
"Arrangement") involving TriStar, Petrobank Energy and Resources Ltd.,
PetroBakken Energy Ltd. ("PetroBakken") and the TriStar Shareholders.
A special meeting of the TriStar Shareholders will be held in respect of
the Arrangement in the Grand Lecture Theatre Room at the Metropolitan
Conference Centre, 333 - 4 Avenue Southwest, Calgary, Alberta on Wednesday
September 30, 2009 at 10:00 a.m. (Calgary time). TriStar has mailed an
Information Circular and Proxy Statement respecting the meeting to the TriStar
Shareholders which is also available for viewing electronically under
TriStar's profile on SEDAR at www.sedar.com.
Pursuant to the Arrangement, PetroBakken will acquire all of the issued
and outstanding common shares of TriStar in exchange for, at the election of
the TriStar Shareholders, either 0.5350 of a common share of PetroBakken,
$14.75 cash, or a combination thereof, in each case subject to pro-rationing.
Completion of the Arrangement is subject to certain conditions, including
the approval of the TriStar Shareholders, the final approval of the Court of
Queen's Bench of Alberta and receipt of all applicable regulatory approvals.
If all necessary approvals are obtained and the conditions to the completion
of the Arrangement are satisfied or waived, TriStar anticipates that the
Arrangement will become effective on or about October 1, 2009.
Macquarie Capital Markets Canada Ltd. and BMO Capital Markets have each
provided the Board of Directors of TriStar with a written opinion that, as at
August 4, 2009, they are of the opinion that the consideration to be received
by TriStar Shareholders under the Arrangement is fair, from a financial point
of view, to the TriStar Shareholders.
TriStar's Board of Directors has unanimously determined that the
Arrangement is in the best interests of TriStar and is fair to the TriStar
Shareholders. The Board of Directors unanimously recommends that the TriStar
Shareholders vote to approve the Arrangement at the shareholders' meeting.
FORWARD LOOKING INFORMATION
Certain statements included in this press release constitute
forward-looking statements under applicable securities legislation.
Forward-looking statements or information typically contain statements with
words such as "anticipate", "believe", "expect", "plan", "intend", "estimate",
"propose", or similar words suggesting future outcomes or statements regarding
an outlook. More particular this press release contains a statement concerning
the anticipated date for the completion of the Arrangement. This completion
date relies on certain assumptions that TriStar believes are reasonable at
this time, including assumptions as to the timing of receipt of the necessary
shareholder approval, regulatory and court approvals and the necessary
conditions to the completion of the Arrangement. These dates may change for a
number of reasons, including the inability to secure necessary shareholder,
regulatory or court approvals in the time needed or the need for additional
time to satisfy the conditions of the Arrangement. The Arrangement may be
completed later then stated or not at all.
Such forward-looking statements are based on a number of assumptions
which may prove to be incorrect. Although TriStar believes that the
expectations reflected in such forward-looking statements are reasonable,
undue reliance should not be placed on forward-looking statements because
TriStar can give no assurance that such expectations will prove to be correct.
The forward looking statements contained in this press release are made as of
the date hereof and TriStar undertakes no obligation to update publicly or
revise any forward looking statement or information, whether as a result of
new information, future events or otherwise, unless so required by applicable
For further information:
For further information: Brett Herman, President & Chief Executive
Officer, TriStar Oil & Gas Inc., (403) 268-7800; or Jason Zabinsky, Vice
President, Finance & Chief Financial Officer, TriStar Oil & Gas Inc., (403)