CALGARY, July 24, 2012 /CNW/ - (TSX - PRQ) - Progress Energy Resources Corp. ("Progress" or the "Company") is pleased to announce that on July 25, 2012 it will be mailing a
notice of meeting, information circular and proxy statement dated July
20, 2012 (the "Information Circular") and related documents to the holders of common shares of Progress
(the "Common Shares"), the holders of 5.25% convertible unsecured subordinated debentures
of Progress due October 31, 2014 and the holders of 5.75% series B
convertible unsecured subordinated debentures of Progress due June 30,
2016 (all such debentures collectively referred to herein as the "Debentures") in connection with the special meeting (the "Meeting") of holders of Common Shares and holders of Debentures to be held at
3:00 p.m. (Calgary time) on August 28, 2012 in the McMurray Room of the
Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta.
At the Meeting, holders of Common Shares and Debentures will be asked to
consider, and, if deemed advisable, to pass a special resolution
approving an arrangement (the "Arrangement") contemplated pursuant to an arrangement agreement dated June 27, 2012
(the "Arrangement Agreement"), as amended July 19, 2012, among Progress, PETRONAS International
Corporation Ltd. and PETRONAS Carigali Canada Ltd. (the "Purchaser").
The Arrangement Agreement was amended on July 19, 2012 by replacing the
original plan of arrangement with a revised plan of arrangement. The
revisions to the original plan of arrangement were primarily to: (i)
increase the consideration payable for the Debentures under the
Arrangement by including an additional payment in an amount equal to
the amount of interest that would otherwise be payable on the
Debentures from and including the effective date of the Arrangement
(the "Effective Date") to but excluding the date which is 32 days after the Effective Date;
and (ii) include provisions relating to performance unit awards and
restricted unit awards which may be outstanding on the Effective Date.
If the holders of Common Shares approve the Arrangement, it is
anticipated that the Arrangement will be completed on or about
September 25, 2012, subject to obtaining Court approval and the
required governmental and regulatory approvals and satisfying other
usual and customary conditions contained in the Arrangement Agreement.
The approval of the holders of Debentures is not a condition to the
successful completion of the Arrangement. If the requisite approval of
the holders of a series of Debentures is not obtained at the Meeting,
the applicable series of Debentures for which approval has not been
obtained will be excluded from the Arrangement and will remain
outstanding following closing of the Arrangement.
The Information Circular and related documents, which include further
particulars of the Arrangement and the foregoing amendments, will be
available for viewing on the Company's profile on SEDAR at www.sedar.com.
If holders of Common Shares or holders of Debentures have any questions
or need additional information, they should consult their financial,
legal, tax or other professional advisor, or contact the information
agent for the Arrangement, Laurel Hill Advisory Group, at 416-304-0211,
or at its North American toll-free number: 1-877-304-0211 or by email
About Progress Energy
Progress is a Calgary, Canada based Energy Company focused on
exploration, development and production of large, unconventional
natural gas resources in northeast British Columbia and northwest
Alberta. Progress holds the largest acreage position in the Montney
shale gas play. Throughout its history, Progress has a solid track
record of growing reserves, production and the underlying value of the
Company for its shareholders. The Common Shares and the two series of
Debentures are listed on the Toronto Stock Exchange under the symbols
PRQ, PRQ.DB.B and PRQ.DB.C, respectively.
Cautionary Statement on Forward-Looking Information
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to
identify forward-looking statements or information. In particular,
forward looking statements in this press release include, but are not
limited to, statements regarding the completion of the Arrangement, the
timing of the Meeting and the anticipated results therefrom.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Progress and the Purchaser,
including, but not limited to, expectations and assumptions concerning
the ability of Progress and the Purchaser to obtain all required
regulatory approvals for the transaction, including, but not limited
to, shareholder, Court and regulatory approvals.
Although Progress and the Purchaser 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 there can be 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 risk that the transaction may not
close when planned or at all or on the terms and conditions set forth
in the Arrangement Agreement; the failure of Progress and the Purchaser
to obtain the necessary shareholder, Court, regulatory and other third
party approvals required in order to proceed with the transaction;
operational risks in development, exploration and production for
natural gas; delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve and resource estimates; health, safety and environmental risks;
commodity price and exchange rate fluctuations; marketing and
transportation; loss of markets; environmental risks; competition;
incorrect assessment of the value of acquisitions; ability to access
sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws, royalties and
environmental regulations. Readers are cautioned that the foregoing
list of factors is not exhaustive.
Management has included the above summary of assumptions and risks
related to forward-looking statements and information provided in this
press release in order to provide securityholders with a more complete
perspective on the Arrangement and such information may not be
appropriate for other purposes. 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 Progress and the Purchaser will derive there from.
The forward-looking statements and information contained in this press
release are made as of the date hereof and Progress and the Purchaser
undertake no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events, or results or otherwise, other than as
required by applicable securities laws.
SOURCE: Progress Energy Resources Corp.
For further information:
Greg Kist, Vice President, Marketing, Corporate and Government Relations
Progress Energy Resources Corp.
Kurtis Barrett, Analyst, Investor Relations and Marketing
Progress Energy Resources Corp.