/THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO
ANY UNITED STATES NEWS SERVICES/
CALGARY, Aug. 30 /CNW/ - Action Energy Inc. (AEC - TSX Venture)
("Action") and Rolling Thunder Exploration Ltd. (ROL.A and ROL.B - TSX
Venture) ("Rolling Thunder"), are pleased to announce that they have
successfully completed the previously announced business combination whereby
Action acquired all of the outstanding Class A shares ("Rolling Thunder A
Shares") and Class B shares ("Rolling Thunder B Shares") of Rolling Thunder in
(a) at the election of the Rolling Thunder shareholder in respect of
each Rolling Thunder A Share held, 0.333 of a common share of
Action ("Action Share") or $1.15 cash per Rolling Thunder A Share
(up to a cash maximum in the aggregate of $8,556,640); and
(b) at the election of the Rolling Thunder shareholder in respect of
each Rolling Thunder B Share held, 2.899 Action Shares or $10.00
cash per Rolling Thunder B Share (up to a cash maximum in the
aggregate of $1,443,360).
The transaction resulted in the cash payment of $8,556,640 and the
issuance of the 11,426,774 Action Shares to Rolling Thunder Class A
shareholders and the cash payment of $1,443,360 and the issuance of 1,929,840
Action Shares to Rolling Thunder Class B shareholders.
Tristone Capital Inc. has acted as financial advisor to Rolling Thunder
and Jennings Capital Inc. acted as financial advisor to Action.
The transaction provides Rolling Thunder shareholders continued
participation in the upside of Rolling Thunder's asset base through their
significant stake in Action, an emerging oil and gas company focused on the
acquisition, exploration, exploitation and development of oil and natural gas
in western Canada. Action's areas of focus include northeast British Columbia,
the Peace River Arch area, northeast Alberta and southwest Saskatchewan.
The strategic merits of the business combination are significant for both
groups of shareholders. Rolling Thunder's current production is complementary
to Action's existing production and Action expects to realize significant
operational and administrative savings through the combination of the two
The larger, more diversified cash flow base will permit the combined
company to embark upon a more aggressive exploration and development program
in its Peace River Arch focus area. This, combined with a strong development
drilling program in Action's other core areas will drive the growth of the
combined company's asset and production base.
In connection with the Arrangement, Action acquired 197,300 Rolling
Thunder B Shares from a third party at a price of $9.15 per share.
As a result of the transaction, Action has 43,256,785 Action Shares
outstanding and net debt of approximately $20,172,000.
Action is a Calgary-based junior resource company engaged in the
exploration, development and production of natural gas and oil in Alberta and
This press release may include forward-looking statements including
opinions, assumptions, estimates and expectations of future production, cash
flow and earnings. When used in this document, the words "anticipate,"
"believe," "estimate," "expect," "intend," "may," "project," "plan", "will",
"should" and similar expressions are intended to be among the statements that
identify forward-looking statements. Forward-looking statements are subject to
a wide range of risks and uncertainties, and although the Company believes
that the expectations represented by such forward-looking statements are
reasonable, there can be no assurance that such expectations will be realized.
Any number of important factors could cause actual results to differ
materially from those in the forward-looking statements including, but not
limited to, the volatility of oil and gas prices, the ability to implement
corporate strategies, the state of domestic capital markets, the ability to
obtain financing, changes in oil and gas acquisition and drilling programs,
operating risks, production rates, reserve estimates, changes in general
economic conditions and other factors more fully described from time to time
in the reports and filings made by the Company with securities regulatory
Oil equivalent amounts have been calculated using a conversion rate of
six thousand cubic feet of natural gas to one barrel of oil. BOEs may be
misleading, particularly if used in isolation. A BOE conversion ratio of
6 mcf: 1 bbl is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
This news release is not for dissemination in the United States or to any
United States news services. The Common Shares of Action Energy Inc. have not
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 may not
be offered or sold in the United States or to any U.S. person except in
certain transactions exempt from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
For further information:
For further information: Action Energy Inc., Roger Tang, Chairman and
CEO, Telephone: (403) 264-1112, Facsimile: (403) 264-1116, Website:
www.action-energy.com; R.D. (Bob) Bowman, President, CFO & COO, Telephone:
(403) 264-1112, Facsimile: (403) 264-1116