/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
CALGARY, Jan. 30 /CNW/ - (TSX: WLT, WLT.DB) - Welton Energy Corporation
("Welton") is pleased to announce the results of a special meeting (the
"Meeting") of the holders ("Shareholders") of common shares of Welton, the
holders (the "Debentureholders") of the 8% Convertible Secured Subordinated
Debentures of Welton and the holders ("Optionholders") of options to purchase
Welton common shares (collectively, the "Securityholders") to consider the
previously announced plan of arrangement (the "Arrangement") under the
Business Corporations Act (Alberta) whereby Churchill Energy Inc.
("Churchill") will acquire Welton.
The Arrangement was approved by over 99% of Shareholders and
Optionholders, voting as a class, and by over 99% of Debentureholders at the
Pursuant to the Arrangement, Churchill will acquire all of the issued and
outstanding common shares of Welton. The Arrangement provides that
Shareholders will receive 0.0199255 of a common share of Churchill for each
common share of Welton held. The Arrangement also provides that,
notwithstanding the terms of the debentures, (i) Welton will make a cash
payment to the Debentureholders of $429.61 for each $1,000 in principal amount
outstanding; and (ii) following payment by Welton, each debenture shall be
exchanged with Churchill in consideration for (A) a cash payment from
Churchill of $266.29; (B) 428.571 common shares of Churchill, (C) subject to
reduction in the event of a holdback claim, an additional cash payment of up
to $23.81, for each $1,000 in principal amount of outstanding debenture held,
and each former Debentureholder will cease to have any future rights in
At the Meeting, Shareholders also approved a special resolution to
continue Welton, an Ontario corporation, under the laws of the Province of
Alberta. It is a condition of completion of the Arrangement that Welton be
continued under the laws of Alberta.
The closing of the Arrangement is expected to occur on or about February
12, 2009, subject to the continuation of Welton under the laws of Alberta,
receipt of applicable regulatory approval and approval of the Court of Queen's
Bench of Alberta.
Upon completion of the Arrangement, it is expected that both the
Debentures and the common shares of Welton will be de-listed from the TSX. It
is a condition of completion of the Arrangement that the Churchill common
shares to be issued pursuant to the Arrangement are listed on the TSXV.
Churchill is a Calgary-based junior oil and natural gas company with
operations in Alberta and Saskatchewan. Churchill's common shares trade on the
TSX Venture Exchange under the symbol "CEI".
Welton is a junior energy company, focused on exploration for, and
development and production of, oil and natural gas in Alberta, Saskatchewan
and British Columbia, Canada. Welton's common shares and debentures trade on
the Toronto Stock Exchange under the symbol "WLT" and "WLT: DB", respectively.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the common shares in any jurisdiction. Such
securities have not been registered under the United States Securities Act of
1933, as amended or the securities laws of any state, and may not be offered
or sold in the United States, or to a U.S. person, unless an exemption from
the registration requirement is available.
Certain information set forth in this document contains forward-looking
statements, including in particular information concerning the Arrangement,
timing of completion of the Arrangement, the continuation of Welton and
de-listing of Welton's debentures and common shares from the TSX. By their
nature, forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond the Welton's control. The
forward-looking statements and information are based on certain key
expectations and assumptions made by Welton. Although Welton believes that the
expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on
the forward-looking statements and information because Welton can give no
assurance that they will prove to be correct. Since forward-looking statements
and information address future events and conditions, by their very nature
they involve inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, the risks inherent in the nature
of the proposed Arrangement, including failure to realize anticipated
synergies or cost savings; risks regarding the integration of the two
entities; incorrect assessments of the values of the other entity; and failure
to obtain the required court, regulatory and other third party approvals.
Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on these and other risk factors that could affect
Welton's operations or financial results are included in reports on file with
applicable securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com) and at Welton's website (www.weltonenergy.com).
The forward-looking statements and information contained in this press release
are made as of the date hereof and Welton undertakes no obligation to update
publicly or revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so required by
applicable securities laws.
For further information:
For further information: Donald A. Engle, President, Tel: (403)