/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES/
CALGARY, Sept. 11 /CNW/ - Watch Resources Ltd. ("Watch") announced that
it has mailed its information circular (the "Circular") in connection with the
proposed plan of arrangement (the "Arrangement"), to be implemented by Watch
and Pearl Exploration and Production Ltd. ("Pearl") which will be considered
by the shareholders of Watch at a special meeting (the "Meeting") to be held
at 9:00 a.m. (Calgary time) on Tuesday, October 18, 2007 at the offices of
Bennett Jones LLP, 4500, 855 - 2nd Street S.W., Calgary, Alberta.
The Circular contains details concerning the Arrangement, including the
conditions and procedure for it to become effective, as well as detailed
information concerning Pearl.
Watch shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information regarding the
Arrangement and the rights and entitlements of such holders in connection
The Arrangement is proposed pursuant to the terms and conditions of an
arrangement agreement dated as of August 2, 2007 between Watch and Pearl, as
amended and restated August 29, 2007 and further amended and restated
September 6, 2007 (the "Arrangement Agreement"). Under the terms of the
Arrangement, each Watch common share will be exchanged for 0.23 of a Pearl
common share. A complete copy of the Arrangement Agreement, including the plan
of arrangement attached as a schedule thereto, is included in the Circular.
The Arrangement requires approval by at least 66 2/3% of the votes cast
by eligible shareholders of Watch at the Meeting, approval by the Court of
Queen's Bench of Alberta, such other approvals as may be required under
applicable corporate and securities laws, and receipt of all necessary
regulatory approvals. Interested parties are referred to the Circular for
The Arrangement will result in Pearl acquiring all of the issued and
outstanding common shares of Watch, upon completion of which Watch
securityholders will hold up to approximately 8.0% of the outstanding common
shares of Pearl. The combined entity will continue to operate under the Pearl
name and will be led by current Pearl management.
If the Arrangement is approved at the Meeting and all other conditions to
closing are satisfied or, if applicable, waived, then the transaction is
expected to become effective on or about October 19, 2007.
Letter of Transmittal and Election Form
In addition to the Circular, registered holders of Watch common shares
will also receive a Letter of Transmittal by which to transmit the
certificates representing their Watch common shares. It is important that
Watch shareholders complete a Letter of Transmittal and deliver it, together
with the certificates representing their Watch shares, to Computershare
Investor Services Inc. (the "Depositary") in the manner specified therein.
Watch shareholders who hold their shares through brokers or nominees are
strongly encouraged to deliver instructions to their broker or nominee for
completion of the Letter of Transmittal as soon as possible following receipt
of the Circular and related documents.
Watch shareholders who have questions about the information contained in
the Circular or require assistance in completing their form of proxy or Letter
of Transmittal may contact Computershare Investor Services Inc. by telephone
at toll free (800) 564-6253, by email at email@example.com,
or in writing at P.O. Box 7021, 31 Adelaide Street E., Toronto, ON M5C 3H2
(Attention: Corporate Actions).
Certain information set forth in this news release, including with
respect to the holding of the Meeting and completion of the Arrangement, may
constitute forward-looking statements under applicable securities laws. By
their nature, forward-looking statements are subject to risks and
uncertainties, some of which are beyond the control of Watch and its
representatives. As a result, actual results or developments may differ from
those anticipated in the forward-looking statements. In particular, the
Arrangement will not be completed unless the conditions set forth in the
Arrangement Agreement and described in the Circular are not satisfied or
waived, as applicable.
The Circular contains detailed information concerning Pearl, which has
been provided to Watch by Pearl and also includes forward-looking statements.
Readers of the Circular are urged to carefully review the risk factors set
forth under heading "Summary Information - Risk Factors" with respect to such
The Circular includes forward-looking statements with respect to Watch
and Pearl. The Circular also incorporates by reference certain information
concerning Watch contained in documents filed by Watch with applicable
securities regulatory authorities in the Canada, which includes
forward-looking statements. Information regarding factors that could affect
the operations and financial results of Watch are included in reports on file
with such authorities and available electronically on the Watch website at
www.watchresources.com or through the SEDAR website at www.sedar.com,
including in particular the factors set out under the heading "Risk Factors"
in Schedule C to the Information Circular of Watch dated November 29, 2006.
Information regarding factors that could affect the operations and financial
results of Pearl are included under the heading "Summary Information - Risk
Factors" in the Circular. Readers are urged to carefully review all such
Watch's and Pearl's actual results, performance or achievement could
differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance can be given that
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what benefits that Watch and Pearl will
derive therefrom. Watch and Pearl each disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by
applicable securities laws.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities within the United States. The
securities to be offered have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or any state securities laws, and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of such Act or other
This news release shall not constitute an offer to sell or the
solicitation of an offer to purchase securities of Watch in any jurisdiction.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Randy Buchanan - President, Watch, Tel.: (403)
265-1951, Fax: (403) 265-1930, E-mail: randy@Energy51.ca