/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES/
CALGARY, Oct. 18 /CNW/ - Watch Resources Ltd. ("Watch") announces that at
a special meeting held today, its shareholders passed a special resolution
(the "Arrangement Resolution") approving, among other things, the proposed
arrangement (the "Arrangement") involving Watch and Pearl Exploration and
Production Ltd. ("Pearl"). Shareholders of Watch present in person or
represented by proxy at the meeting voted 97.3% in favour of the Arrangement
Resolution. Pursuant to the Arrangement, at closing each Watch common share
will be exchanged for 0.23 of a Pearl common share.
An order of the Court of Queen's Bench of Alberta approving the proposed
Arrangement was subsequently obtained at a hearing held this afternoon.
Closing of the Arrangement, which is subject to certain conditions as set
forth in the amended and restated arrangement agreement between Watch and
Pearl dated September 6, 2007, is expected to be completed tomorrow.
The Arrangement will result in Pearl acquiring all of the issued and
outstanding common shares of Watch. The combined entity will continue to
operate under the Pearl name and will be led by current Pearl management.
Interested parties are referred to the Management Information Circular
and Proxy Statement of Watch dated September 7, 2007, a copy of which is
available electronically on the Watch website at www.watchresources.com or
through the SEDAR website at www.sedar.com, for further particulars of the
Certain information set forth in this news release, including with
respect to the 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, Pearl and their respective representatives. As a result,
actual results or developments may differ from those anticipated in the
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
For further information:
For further information: Watch Resources Ltd., Suite 305, 707 10th Ave.
S.W., Calgary, Alberta, T2R 0B3, Telephone: (403) 265-1951, Facsimile: (403)
265-1930, Attention: Randy Buchanan, President and Chief Executive Officer;
Pearl Exploration and Production Ltd., 2500 Petro-Canada East Tower, 111 - 5th
Ave. S.W., Calgary, Alberta, T2P 3Y6, Telephone: (403) 215-8313, Facsimile:
(403) 262-5123, Attention: Keith Hill, President and Chief Executive Officer