York Ridge Lifetech Inc. announces the acquisition of Acadian Energy Holdings
Inc.

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

TORONTO, June 30 /CNW/ - YORK RIDGE LIFETECH INC. (TSXV:YRL.P) ("York Ridge" or the "Corporation") is pleased to announce that the TSX Venture Exchange Inc. (the "Exchange") has conditionally accepted the acquisition of all of the issued and outstanding shares of Acadian Energy Holdings Inc. ("Acadian") as the Corporation's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the Exchange, as described in the Corporation's press release dated April 6, 2010. Final approval of the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange. In connection with the Qualifying Transaction, the Corporation today filed on SEDAR the filing statement of the Corporation dated June 24, 2010 which contains full disclosure regarding the Qualifying Transaction and the business of Acadian (the "Filing Statement").

    
    About Acadian
    -------------
    

Acadian is a private company incorporated pursuant to the laws of the State of Delaware which owns all of the membership units of Acadian Energy LLC ("Acadian Energy"). Acadian Energy is an oil and natural gas exploration and production company focused on unconventional natural gas plays and conventional oil plays.

Acadian Energy was organized under the laws of the State of Texas on February 26, 2007, file number: 800779484. The head office and registered office address of Acadian Energy is located at 16475 Dallas Parkway, Suite 400, Addison, Texas, USA 75001. The membership interests of the company are held sixty percent by Acadian Energy Holdings LLC and forty percent by Gilbert A. Smith and Marsha R. Smith.

More information concerning Acadian is available on its website: www.acadianenergy.com.

    
    About York Ridge Lifetech Inc.
    ------------------------------
    

The Corporation was incorporated pursuant to the provisions of the Business Corporations Act (Ontario) on March 28, 2007 and is classified as a capital pool company pursuant to the policies of the Exchange. On October 18, 2007, the articles of incorporation of the Corporation were amended by articles of amendment to delete provisions restricting the transfer of the Common Shares. The Corporation's business has been restricted to the identification and evaluation of potential acquisitions or interests that could lead to the completion of its Qualifying Transaction under the Exchange's CPC policy.

The Corporation completed its initial public offering of 1,000,000 shares on January 30, 2008 at price of $0.20 per share for gross proceeds to the Corporation of $200,000. The shares were listed on the Exchange with the symbol YRL.P on February 4, 2008.

    
    The Qualifying Transaction
    --------------------------
    

The Corporation and Acadian entered into a Business Combination Agreement dated June 9, 2010. The Business Combination Agreement provides that:

    
    (a)  the Corporation shall amend its articles so that the issued and
         outstanding shares of the Corporation are consolidated on the basis
         of one new share for four existing shares (the "Share
         Consolidation");

    (b)  Principals of Acadian will convert a portion of the outstanding
         indebtedness of Acadian Energy owing to them into Acadian Units (as
         defined below);

    (c)  York Ridge Amalco Inc. ("Newco"), a wholly-owned subsidiary of the
         Corporation incorporated under the laws of the State of Delaware,
         the Corporation and Acadian will engage in a "three cornered"
         amalgamation whereby Acadian and Newco will merge to form a new
         corporation ("Amalco") which will be wholly-owned by the
         Corporation. Pursuant to the merger, Acadian shareholders will
         receive one post-consolidation resulting issuer share ("Resulting
         Issuer Share") for every Acadian common share previously held; and

    (d)  Acadian options, private placement warrants and broker warrants will
         be exchanged for comparable securities of the Corporation.
    

Acadian will complete a private placement (the "Private Placement") of subscription receipts at a price of $1.12 per subscription receipt for gross proceeds of a minimum of $5,000,000 and a maximum of $10,000,000. Each subscription receipt will entitle the holder thereof to acquire one unit of Acadian (an "Acadian Unit") immediately prior to the completion of the Qualifying Transaction. Each Acadian Unit consists of one common share of Acadian (an "Acadian Share") and one warrant (an "Acadian Private Placement Warrant"). An Acadian Private Placement Warrant entitles the holder to acquire Acadian Shares at an exercise price of $1.68 per share for a period of 30 months following the issuance of such warrants.

Union Securities Ltd. (the "Agent") will act as lead agent for the Private Placement. In consideration for the services of the Agent pursuant to the Private Placement, the Agent will receive a fee consisting of cash equal to 7% of the gross proceeds from the Private Placement and broker warrants ("Acadian Broker Warrants") entitling the holders to acquire that number of Acadian Units that is equal to 7% of the total number of Acadian Units sold under the Private Placement. Each Acadian Unit is exercisable at a price of $1.12 per unit. Each Acadian Unit is comprised of one Acadian Share and one Acadian Private Placement Warrant exercisable at a price of $1.68 per share at any time before 5:00 p.m. (Toronto time) on the date which is 30 months following the date of Completion of the Qualifying Transaction. If Acadian sources an investor in the U.S. or internationally who participates in the financing, the Agent will only be entitled to a 1% cash commission and Acadian Broker Warrants entitling the holders to acquire that number of Acadian Units that is equal to 1% of the total number of Acadian Units sold to such investors. If Acadian introduces American brokers who wish to be part of the selling group, the Agent will negotiate in good faith a split of the cash commission and Acadian Broker Warrants with those American brokers.

Prior to the completion of the Qualifying Transaction, York Ridge proposes to create restricted voting shares ("Restricted Voting Shares") to be issued to certain Acadian shareholders who are resident in the United States. The Restricted Voting Shares will be similar to the Common Shares in all respects other than the voting restrictions. The Restricted Voting Shares will not be listed on the Exchange but will be convertible into Common Shares on a one for one basis subject to certain restrictions on exercise. The restrictions on the Restricted Voting Shares are designed to prevent the Corporation from becoming a "domestic issuer" as defined in Rule 902(c) of Regulation S under the 1933 Act at the close of the Qualifying Transaction. In addition, the holders of the Restricted Voting Shares, the Resulting Issuer and the Escrow Trustee will enter into a coattail agreement to ensure that the holders of the Common Shares will not be deprived of any rights under applicable take-over bid legislation to which they would have been entitled in the event of a take-over bid for the Restricted Voting Shares as if they were Common Shares.

Following the completion of the Qualifying Transaction, the following securities of York Ridge (the "Resulting Issuer") will be outstanding:

    
    -------------------------------------------------------------------------
                                     Resulting Issuer Securities After Giving
                                       Effect to the Consolidation, Private
                                       Placement and Qualifying Transaction
    -------------------------------------------------------------------------
                                            Minimum Private   Maximum Private
                                               Placement         Placement
    -------------------------------------------------------------------------
    Resulting Issuer Shares issued and
     outstanding                               18,961,327        23,425,613
    -------------------------------------------------------------------------
    Resulting Issuer Shares reserved for
     issuance pursuant to Options and Warrants
    -------------------------------------------------------------------------
      Options to directors and officers of
       the Corporation                             71,250            71,250
    -------------------------------------------------------------------------
      Options to directors and officers of
       the Resulting Issuer                       637,500           637,500
    -------------------------------------------------------------------------
      Options to employees and consultants of
       Acadian or its subsidiaries or affiliates   75,000            75,000
    -------------------------------------------------------------------------
      Resulting Issuer Private Placement
       Warrants                                 4,464,286         8,928,571
    -------------------------------------------------------------------------
      Resulting Issuer Broker Warrants
    -------------------------------------------------------------------------
        Shares                                    312,500           625,000
    -------------------------------------------------------------------------
        Warrant Shares                            312,500           625,000
    -------------------------------------------------------------------------
      Debt Conversion                             391,684           391,684
    -------------------------------------------------------------------------
    Sub Total: Shares Under Options and
     Warrants:                                  6,264,720        11,354,005
    -------------------------------------------------------------------------
    Total Number of Fully Diluted Securities   25,226,046        34,779,618
    -------------------------------------------------------------------------
    

Following the completion of the Qualifying Transaction, the former Acadian shareholders (not including investors under the Private Placement) will, on a non-diluted basis, hold a minimum of 18,248,827 and a maximum of 22,713,113 (between 96% and 97%) of the outstanding Resulting Issuer Shares and the former Corporation shareholders will hold 712,500 (between 3% and 4%) of such Resulting Issuer Shares.

    
    Selected Pro Forma Consolidated Financial Information
    -----------------------------------------------------
    

Assuming a Private Placement in the minimum amount, the Resulting Issuer will have the following selected pro forma financial statements based on the interim unaudited financial statements of the Corporation for the six months ended February 28, 2010, the audited financial statements of Acadian Energy for the three months ended March 31, 2010 and the audited opening balance sheet of Acadian dated May 26, 2010 after giving effect to the completion of the Qualifying Transaction. The amounts presented in the above table are in U.S. dollars and have been converted at an exchange rate of $0.984446 USD to $1.00 CAD as at March 31, 2010.

    
                   --------------------------------------
                     Current Assets          $4,614,643
                   --------------------------------------
                     Total Assets            $5,538,798
                   --------------------------------------
                     Current Liabilities        $89,941
                   --------------------------------------
                     Total Liabilities       $1,259,949
                   --------------------------------------
                     Shareholders' Equity
                      (Deficiency)           $4,278,849
                   --------------------------------------


    Pro Forma Consolidated Working Capital Summary
    ----------------------------------------------
    

Assuming a Private Placement in the minimum amount, the Resulting Issuer will have approximately $5,156,258 (USD) in pro forma working capital based on the interim unaudited financial statements of the Corporation for the six months ended February 28, 2010 and the audited financial statements of Acadian Energy for the three months ended March 31, 2010 after giving effect to the completion of the Qualifying Transaction. Of this amount, $218,288 (USD) will be from the Corporation, $15,740 (USD) from Acadian Energy and $4,922,230 (USD) from the Private Placement.

    
    Available Funds and Principal Uses of Funds
    -------------------------------------------
    

The following table sets out information respecting the Resulting Issuer's sources of cash and intended uses of cash upon completion of the Qualifying Transaction. The amounts presented are estimates only.

    
    -------------------------------------------------------------------------
                                                     Minimum         Maximum
    -------------------------------------------------------------------------
    Sources                                            ($)             ($)
    -------------------------------------------------------------------------
    Estimated working capital of York Ridge          218,288         218,288
    Estimated working capital of Acadian              15,740          15,740
    Proceeds from Private Placement                4,922,230       9,844,460
                                                -----------------------------
    Total Available Funds                          5,156,258      10,078,488
                                                -----------------------------
                                                -----------------------------

    Uses                                               ($)             ($)
    -------------------------------------------------------------------------
    Costs related to the Qualifying Transaction      287,000         287,000
    Costs related to the Private Placement           344,556         689,112
    Expenditures related to:
      General and Administrative                   1,846,206       1,846,206
      Existing wells on-line                         896,000         896,000
      Drilling wells                               1,707,496       6,285,170
      Lease acquisitions                              75,000          75,000
                                                -----------------------------
    Total Uses                                     5,156,258      10,078,488
                                                -----------------------------
                                                -----------------------------

    -------------------------------------------------------------------------
    

The amounts presented in the above table are in U.S. dollars and have been converted at an exchange rate of $0.984446 USD to $1.00 CAD as at March 31, 2010. The estimated working capital for York Ridge and Acadian is as of March 31, 2010. Costs related to the Qualifying Transaction include professional fees, listing fees, and printing costs and the general and administrative expenses represent 18 months of planned expenditures.

    
    Tax Considerations
    ------------------
    

A number of Canadian and U.S. income tax considerations for are applicable to owners of shares in the Resulting Issuer following the completion of the Qualifying Transaction. A summary of such considerations is contained in the Filing Statement, which is available on SEDAR at www.sedar.com.

    
    Sponsorship
    -----------
    

A general policy of the Exchange requires that a sponsor be retained to prepare a sponsor report in compliance with Exchange Policy 2.2. The Corporation has applied to the Exchange and received an exemption from this requirement.

    
    Arm's Length Transaction
    ------------------------
    

Since the transaction is arm's length, the Corporation is not required to obtain shareholder approval. Detailed information regarding the Qualifying Transaction is contained in the Filing Statement, which the Corporation encourages its shareholders to review.

    
    Board of Directors and Management
    ---------------------------------

    Immediately following completion of the Qualifying Transaction:

    (a)  the board of directors of the Resulting Issuer is expected to be
         comprised of the following five individuals: Mark Lawrence, John E.
         McDevitt, Gilbert A. Smith, James Macintosh and Kevin D. Stulp; and

    (b)  the audit committee of the Resulting Issuer is expected to be
         comprised of: Mark Lawrence, James Macintosh and Kevin D. Stulp.
    

The management team of the Resulting Issuer is expected to be comprised of the following individuals:

    
    John E. McDevitt - Chairman and Chief Executive Officer
    Gilbert A. Smith - President and Chief Operating Officer
    Timothy C. Williams - Vice President, Chief Financial Officer and
     Secretary
    

Profiles of the proposed directors and senior officers of the Resulting Issuer are as follows:

John C. Guoynes, Age 52, Manager of Engineering: Mr. Guoynes will become Manager of Engineering of Acadian following Completion of the Qualifying Transaction. Mr. Guoynes currently serves as President of Big North Consulting, LLC, a position he has held since April, 2010. He previously served as the Director of Engineering of Aurora Oil & Gas Corporation, a reporting issuer listed on the American Stock Exchange, from October, 2006 to April, 2010 and as Manager of Engineering of Core Energy LLC from October, 2005 to October, 2006. He holds a Bachelor of Science degree from Oklahoma State University and a Masters of Business Administration from California Lutheran University. Mr. Guoynes will enter into an employment agreement with Acadian containing non-competition and non-disclosure provisions as permitted by U.S. employment law.

Mark Lawrence, Age 49, Director: Mr. Lawrence is a director of the Corporation and has served as chief executive officer and president of the Corporation. Mr. Lawrence has been Managing Partner of NorthCrest Partners Inc. since September, 2003 and is also President of CML Capital Ventures Inc., serving in that role since June, 1997. He is currently a director of Stone Investment Group Limited, a reporting issuer that is not listed, since July, 2007 and Soltoro Ltd., a TSX Venture listed company, since August, 2006. Mr. Lawrence was a director of Axiotron Corp. from August, 2008 to November, 2009 and Software Growth Inc. from July, 2008 to September, 2009, each a TSX Venture listed company. Mr. Lawrence holds a Bachelor of Science in Mechanical Engineering from Queens University and a Masters of Business Administration from the Ivey School of Business, London, Ontario. He received his designation of P.Eng from the Association of Professional Engineers of Ontario and his Chartered Financial Analyst designation from the Association for Investment Management and Research.

James Macintosh, Age 49, Director: Mr. Macintosh is the President, Chief Operating Officer and Director of Innovium Media Properties Corp., a company listed on the Exchange, and has served in those roles since June, 1999. Mr. Macintosh has also served as the Chief Financial Officer and Director of Doorway Capital Corp., an unlisted reporting issuer, since February, 2008. He has also been a Director of GTA CorpFin Capital Corp and U.S. Silver Corporation, each a company listed on the Exchange, since February, 2007 and June, 2007, respectively. In the past, he has also served as director Terex Resources Inc., Atlantis Systems Corp., Plasma Environmental Technologies Inc., Masuparia Gold Corp. and Inlet Resources Ltd., each a publicly traded company. Mr. Macintosh holds a Bachelors of Science (Honours) in Geological Sciences from Queen's University.

John E. McDevitt, Age 64, Chairman, Chief Executive Officer and Director: Mr. McDevitt founded Acadian Energy in 2006 and has served as the company's President and Chief Executive Officer since February, 2007. He also served as President and Director of Aurora Oil & Gas Corporation from January, 2008 to December, 2009 and was Chief Financial Officer and President of CDX Gas, LLC from June, 2001 to March, 2006. He holds a Bachelor of Science in Economics Degree from Eastern Michigan University. Mr. McDevitt will enter into an employment agreement with Acadian containing non-competition and non-disclosure provisions as permitted by U.S. employment law.

Gilbert A. Smith, Age 63, President, Chief Operating Officer and Director: Mr. Smith became Manager and Chief Operating Officer of Acadian Energy in January, 2007. He was employed by Aurora Oil & Gas Corporation beginning February, 2008 as the Vice-President of Business Development and then President until June, 2009. Mr. Smith worked for CDX Gas, LLC from March, 2001 to December, 2006 where he last held the position of Vice President, Land and Contract Administration. Mr. Smith is a graduate of Kansas State College of Pittsburg with a Bachelor of Science degree in Business Administration. He was a member of the American Association of Professional Landmen where he earned the distinction of being a Certified Professional Landman. Mr. Smith will enter into an employment agreement with Acadian containing non-competition and non-disclosure provisions as permitted by U.S. employment law.

Kevin D. Stulp, Age 54, Director: Mr. Stulp serves on the board of directors of several companies, including Aurora Oil & Gas Corporation, (Chairman of the Nominating Committee), The Bible League (Finance Committee and Audit Committee) and U.S. Silver Corporation (Chairman, Compensation Committee and former Chairman of Operations and Oversight Committee). From 1983 to 1995, Mr. Stulp held various management positions with Compaq Computer Corporation, including Manufacturing Manager, PCA Operations Manager, Director of Manufacturing and Director of Worldwide Manufacturing Reengineering. Mr. Stulp is also a member of the Audit Committee of Grace To You, and Grace Community Church, multimillion non-profit organizations, as well as a member of an advisory committee of The Master's College, a private liberal arts college implementing a BSN program. He was a founder of a Houston-based consulting firm for high technology start up firms. Mr. Stulp holds a Bachelor of Science degree from Calvin College (BSLE), as well as a Bachelor of Science degree in Mechanical Engineering and a Master's degree in Business Administration from the University of Michigan.

Timothy C. Williams, Age 52, Vice President and Chief Financial Officer: Mr. Williams has been Executive Vice-President & Chief Financial Officer of Internet Telebusiness & Marketing Services Inc., which provides financial consulting services to Acadian Energy, since October, 1999. He holds a Bachelors degree in Business Administration from the University of Eastern Michigan. Mr. Williams has also been a member of the Financial Executives Institute since January, 1994. Mr. Williams will enter into an employment agreement with Acadian containing non-competition and non-disclosure provisions as permitted by U.S. employment law.

    
    Special Meeting
    ---------------
    

In connection with the Qualifying Transaction, the Corporation held a special meeting of shareholders on June 18, 2010 to consider:

    
    (a)  the Share Consolidation;

    (b)  the amendment of the articles of the Corporation (the "Share Capital
         Amendment") to create a new class of convertible restricted voting
         shares (the "Restricted Voting Shares"). The restrictions on the
         Restricted Voting Shares are designed to prevent the Corporation
         from becoming a "Domestic Issuer" as defined in the United States
         Securities Exchange Act of 1933) at the close of the Qualifying
         Transaction;

    (c)  the change of the name of the Corporation to "Acadian Energy Inc."
         or such other name as may be deemed appropriate (the "Name Change");
         and

    (d)  an amendment and restatement of the current stock option plan (the
         "New Stock Plan").
    

The Corporation announced today that at the special meeting of shareholders, resolutions approving the Share Consolidation, the Share Capital Amendment, the Name Change and the New Stock Plan were passed.

    
    United States Securities Act of 1933
    ------------------------------------
    

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.

    
    Conditions
    ----------
    

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority and minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be closed as completed or at all.

Exchange approval requires, among other things, satisfaction by the Resulting Issuer of the minimum listing requirements, including adequate financial resources and working capital, sponsorship, background review of the proposed directors, officers and insiders and share distribution. The Corporation believes that the minimum listing requirements will be satisfied or waived.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information contained in this news release with respect to the Corporation and CTW was supplied by the Corporation and CTW, respectively, for inclusion herein, and with respect to such information, the Corporation and its board of directors and officers have relied on CTW.

All of the Corporation's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.

The Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this release.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

%SEDAR: 00026080E

SOURCE YORK RIDGE LIFETECH

For further information: For further information: Mark Lawrence, President, Chief Executive Officer and Secretary, York Ridge Lifetech Inc., E-mail: mark@northcrestpartners.com, Tel: (416) 707-6630

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YORK RIDGE LIFETECH

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