/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES/
CALGARY, Sept. 28, 2011 /CNW/ - Further to its press release dated
September 7, 2011, Bolivar Energy Corp. ("Bolivar") (TSX-V: BVR) is pleased to provide an update with respect to its
previously announced business combination (the "Transaction") with Anatolia Energy Inc. ("Anatolia"). A further news release will be disseminated in due course regarding
the oil and gas assets of Anatolia.
Bolivar and Anatolia have now entered into a definitive agreement in
respect of the Transaction (the "Amalgamation Agreement"). A joint information circular is anticipated to be mailed to the
shareholders of both Bolivar and Anatolia in mid to late October 2011
in connection with meetings of such shareholders expected to be held in
mid to late November 2011, with closing of the Transaction expected to
take place shortly thereafter. The Transaction is to be effected by way
of a three cornered amalgamation (the "Amalgamation") with Anatolia and a wholly-owned subsidiary of Bolivar, 1629683
Alberta Ltd., amalgamating to form one company which will be a
wholly-owned subsidiary of Bolivar and will continue to operate the
business of Anatolia as currently conducted.
The Amalgamation requires the approval of the holders of common shares
of Anatolia ("Anatolia Shares") and the holders of common shares of Bolivar ("Bolivar Shares"). The Amalgamation Agreement provides that each of Anatolia and
Bolivar must call shareholder meetings to approve the Amalgamation and
that the Amalgamation must be approved by no later than December 15,
2011. The Amalgamation is subject to the approval of the TSX Venture
Exchange ("TSX-V") and all applicable regulatory authorities. Completion of the
Amalgamation is also subject to a number of additional conditions set
out in the Amalgamation Agreement.
Under the Amalgamation Agreement, subject to certain exceptions, Bolivar
and Anatolia have each agreed that they will not solicit or initiate
any discussions concerning any business combination or the sale of
material assets. The Amalgamation Agreement provides for a mutual
non-completion fee of $1.0 million if the Amalgamation is not completed
in certain circumstances.
A copy of the Amalgamation Agreement will be filed on SEDAR and will be
available for viewing under the profile of Bolivar at www.sedar.com.
The Board of Directors of each of Bolivar and Anatolia has unanimously
determined that the Amalgamation and Amalgamation Agreement are in the
best interests of Bolivar, Anatolia and their respective shareholders,
as applicable. The Board of Directors of each of Bolivar and Anatolia
have unanimously recommended that their respective shareholders approve
Haywood Securities Inc. is acting as exclusive financial advisor to
Bolivar with respect to the Amalgamation. Raymond James Ltd. is acting
as exclusive financial advisor to Anatolia with respect to the
All of the directors and officers of Bolivar, holding a total of
22,745,903 Bolivar Shares, representing approximately 6.4% of the
outstanding Bolivar Shares, have entered into agreements with Anatolia
pursuant to which they have agreed to vote their Bolivar Shares in
favour of the Amalgamation.
All of the directors and officers of Anatolia, holding a total of
10,322,500 Anatolia Shares, representing approximately 14.6% of the
outstanding Anatolia Shares, have entered into agreements with Bolivar
pursuant to which they have agreed to vote their Anatolia Shares in
favour of the Amalgamation.
If all necessary approvals are obtained and the conditions contained in
the Amalgamation Agreement are met, Bolivar anticipates that the
Amalgamation will become effective in mid to late November, 2011.
Bolivar also announces that it has terminated its farm-in obligations in
respect of the Arrendajo block. Previously, Bolivar had the right to
earn a 32.5% working interest in this block by paying US$6.5 million in
cash and reimbursing the operator approximately US$3.44 million for
back costs incurred. Pursuant to the termination agreement between
Bolivar and the operator, Bolivar will not be required to make any
payments or have any outstanding commitments with respect to this
block. Bolivar's potential working interest has been relinquished back
to the operator.
Bolivar is also please to announce that Raymond James Ltd. (the "Sponsor") has agreed to act as sponsor for the Transaction. Pursuant to a
sponsorship agreement dated September 12, 2011, the Sponsor will be
paid a sponsorship fee of $25,000 plus GST payable at the time of
delivery of a sponsorship report (the "Report") to the TSX-V, and the reimbursement of reasonable expenses incurred
in connection with the preparation of the Report. Pursuant to the
Report, the Sponsor will perform customary due diligence on Bolivar,
Anatolia and the Transaction, including a review of the background of
the directors and officers of the resulting issuer upon completion of
the Transaction, the businesses of each of Bolivar and Anatolia and
their compliance with applicable laws.
Trading in the common shares of Bolivar was halted on September 6, 2011 in connection with the announcement of the Transaction. Trading in
the common shares of Bolivar will remain halted pending the meeting of
certain requirements of the TSX-V.
Completion of the Transaction is be subject to a number of conditions,
including but not limited to, TSX-V acceptance and if applicable
pursuant to TSX-V Requirements (as such term is defined under the TSX-V
policies), majority of the 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 completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Transaction, 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 Bolivar should be considered
Raymond James Ltd., subject to completion of satisfactory due diligence,
has agreed to act as sponsor to Bolivar in connection with the
Transaction. An agreement to sponsor should not be construed as any
assurance with respect to the merits of the Transaction or the
likelihood of completion.
The TSX-V has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release.
Certain information included in this press release constitutes
forward-looking information under applicable securities legislation.
Such forward-looking information is provided for the purpose of
providing information about management's current expectations and plans
relating to the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes, such as making
investment decisions. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this press release may include, but is
not limited to, information with respect to: timing for completion of
the Transaction and the mailing of materials to Bolivar and Anatolia
shareholders. Forward-looking information is based on a number of
factors and assumptions which have been used to develop such
information but which may prove to be incorrect. Although Bolivar
believes that the expectations reflected in such forward-looking
information is reasonable, undue reliance should not be placed on
forward-looking information because Bolivar can give no assurance that
such expectations will prove to be correct. In addition to other
factors and assumptions which may be identified in this press release,
assumptions have been made regarding and are implicit in, among other
things: the ability of Bolivar to complete the Transaction and the
other transactions described in this press release and the timely
receipt of any required regulatory and shareholder approvals. Readers
are cautioned that the foregoing list is not exhaustive of all factors
and assumptions which have been used. Bolivar undertakes no obligation
to update forward-looking statements if circumstances or management's
estimates or opinions should change, unless required by law. The
reader is cautioned not to place undue reliance on this forward-looking
The securities of Bolivar have not been and will not be registered under
the United States Securities Act of 1933, as amended and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirement. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this press
SOURCE Bolivar Energy Inc.
For further information:
| Peter Argiris, CFO |
Bolivar Energy Corp.
403.802.0770 ext. 225
| || || Patrick McGrath, CFO |
Anatolia Energy Inc.