UTS files Notice of Change to Directors' Circular



    
    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
    UNITED STATES/
    

    TSX Trading Symbol: UTS

    CALGARY, April 21 /CNW/ - UTS Energy Corporation (UTS) has filed its
Notice of Change to Directors' Circular. The Notice of Change details the
reasons why the UTS Board of Directors unanimously recommended that its
shareholders not tender their shares to the revised Total E&P Canada Ltd.
(Total) offer. Shareholders are strongly encouraged to review the "Reasons For
Rejection" on pages 2 through 4 of the Notice of Change.

    
    The UTS Board reached its decision after consideration of the following:

    -  UTS' cash, the Teck receivable and remaining Fort Hills Project
       earn-in significantly exceeds the revised Total offer before
       attributing any value to UTS' 1.7 billion barrels of best estimate
       contingent resource base and lands
    -  Since the date of the original Total offer, there have been
       significant positive developments for the Fort Hills Project which
       enhance the value of UTS
    -  UTS recently announced a significant discovery in the Lease 421 Area
    -  Major institutional shareholders have indicated the revised Total
       offer is too low and inadequate
    -  Superior proposals and alternatives delivering greater value for
       shareholders may emerge as a result of the on-going process currently
       being carried out by UTS
    -  Each of RBC Dominion Securities Inc. and TD Securities Inc. has
       delivered an opinion that the consideration offered pursuant to the
       revised Total offer is inadequate, from a financial point of view, to
       shareholders
    -  The revised Total offer does not reflect the value of UTS' world class
       oil sands assets and growth prospects
    -  The revised Total offer does not include any value for significant
       synergies available to Total in acquiring UTS
    -  The revised Total offer does not reflect the scarcity value of
       UTS' oil sands mining assets
    -  The timing of the revised Total offer is opportunistic given the
       recent dramatic decline in the price of oil and in the price of
       UTS' shares
    -  Precedent transactions suggest greater value should be obtained for
       shareholders
    -  The revised Total offer is highly conditional and not a firm offer
    

    The Notice of Change is posted on SEDAR at www.sedar.com and on the UTS
website at www.uts.ca.
    In this advisory and the Notice of Change, UTS has disclosed estimated
volumes of contingent resources based on information set forth in the Sproule
Report. As at December 31, 2008, UTS has a 20% interest in the Fort Hills
Project and a 50% interest in each of the Frontier Project and the Equinox
Project. Contingent resources are defined in the COGE Handbook as those
quantities of petroleum estimated, as of a given date, to be potentially
recoverable from known accumulations using established technology or
technology under development, but which are not currently considered to be
commercially recoverable due to one or more contingencies. Contingencies may
include factors such as economic, legal, environmental, political or
regulatory matters or a lack of markets. It is also appropriate to classify as
"contingent resources" the estimated recoverable quantities associated with a
project in the early project stages. There is no certainty that any of the
projects will produce any portion of the volumes currently classified as
contingent resources. See "UTS Energy Corporation" and "Summary of UTS
Contingent Resources" in the Directors' Circular dated February 9, 2009.
    Resources and contingent resources do not constitute and should not be
confused with, reserves. See "Summary of UTS Contingent Resources" in the
Directors' Circular dated February 9, 2009. Resource estimates provided herein
are estimates only. Actual contingent resources (and any volumes that may be
classified as reserves) and future production from such contingent resources
may be greater than or less than the estimates provided herein.
    UTS has retained Georgeson Shareholder to act as information agent. Any
questions or requests for assistance may be directed to them at
1-888-605-7631.

    UTS is focused on the creation of shareholder value through exploration,
development and production of hydrocarbon resources, mainly mineable oil sands
deposits from the Athabasca oil sands area in north-eastern Alberta.
    UTS Energy Corporation is based in Calgary, Alberta. The Company's common
shares (UTS) are traded on the Toronto Stock Exchange.

    FORWARD-LOOKING INFORMATION: Except for statements of historical fact
relating to UTS, this advisory contains "forward-looking information" within
the meaning of applicable securities law. The forward-looking statements in
this advisory relate to, but are not limited to, statements with respect to
the revised Total bid and potential alternative transactions, future plans for
UTS' assets, the value of UTS, its oil sands assets and its growth prospects,
potential capital and operating cost savings and financing requirements
related to the Fort Hills Project, the potential benefits to UTS and the Fort
Hills Project of the proposed merger of Suncor and Petro-Canada, the potential
for UTS to be fully funded for a period of time, a significant discovery in
the Lease 421 Area which has the potential to become a fourth oil sands
project, the Company's anticipated mine plan, drilling results, capital
expenditures, drilling plans, estimated resources, prospective oil sands, rate
of recovery and production estimates of bitumen resources and are based on the
opinions and estimates of management at the date the statements are made, and
are subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those
anticipated in the forward-looking statements. These risks and uncertainties
include uncertainties around the specific scope and timing of the Fort Hills
Project, the Equinox Project, the Frontier Project or the Lease 421 Area; lack
of regulatory approvals for certain aspects of such projects, the uncertainty
regarding marketing plans for production from certain areas, the estimation or
improved estimation of project costs; commodity price fluctuations, in the
case of the Fort Hills Project the acceptance within the Fort Hills
partnership of the updates to the Fort Hills Project scope, timing, cost
estimates and final Board of Directors approval of each of the partners,
whether the proposed Suncor and Petro-Canada merger is completed and if so
whether UTS will realize the anticipated benefits of such a merger, the
inability of UTS to negotiate an alternative transaction that provides
superior value for shareholders and those other risks and contingencies
described under "Risk Factors" in UTS' annual information form available on
the UTS website www.uts.ca or under UTS' profile at www.sedar.com. There are
numerous uncertainties inherent in estimating bitumen, including many factors
beyond the Company's control, and no assurance can be given that the indicated
level of bitumen or the recovery thereof will be realized. In general,
estimates of bitumen are based upon a number of factors and assumptions made
as of the date on which the resource estimates were determined, such as
geological and engineering estimates, certain TV:BIP ratios and pit
boundaries, which have inherent uncertainties. There is no certainty that it
will be commercially viable to produce any contingent resources from any of
the Fort Hills Project, the Equinox Project or the Frontier Project.
Forward-looking information is frequently characterized by words such as
"plan", "expect", "project", "intend", "believe", "anticipate", " potential",
"should", "would", "estimate", "likely", "proposed" and other similar words,
or statements that certain events or conditions "may" or "will" occur.
Forward-looking information is based on the opinions and estimates of
management at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or
results to differ materially from those anticipated in the forward-looking
statements. UTS undertakes no obligation to update forward-looking information
if circumstances or management's estimates or opinions should change except as
required by law. The reader is cautioned not to place undue reliance on
forward looking information.





For further information:

For further information: Dr. William J. F. Roach, President and Chief
Executive Officer at (403) 538-7030

Organization Profile

UTS ENERGY CORPORATION

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