/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CALGARY, Aug. 28 /CNW/ - Action Energy Inc. (TSX: AEC) ("Action") and
Rolling Thunder Exploration Ltd. (TSX: ROL.A and ROL.B) ("Rolling Thunder")
are pleased to announce that the shareholders of Rolling Thunder have voted
today to approve the previously announced Plan of Arrangement (the
"Arrangement") which provides for the combination of Action and Rolling
Thunder. The combined entity will continue to operate under the Action Energy
Inc. name and will be led by current Action management. The Arrangement was
approved by 96.4% of the Rolling Thunder Class A shareholders and 100% of the
Rolling Thunder Class B shareholders present in person or by proxy at the
Under the Arrangement, each Rolling Thunder Class A shareholder could
elect to receive 0.333 of a common share of Action or $1.15 cash per Rolling
Thunder Class A share (up to a maximum aggregate cash amount of $8,556,640)
and each Rolling Thunder Class B shareholder could elect to receive 2.899
common shares of Action or $10.00 cash per Rolling Thunder Class B share (up
to a maximum aggregate cash amount of $1,443,360). The outcome of the
shareholder elections will result in the cash payment of $8,556,640 and the
issuance of the 11,426,774 Action common shares to Rolling Thunder Class A
shareholders and the cash payment of $1,443,360 and the issuance of 1,929,840
Action common shares to Rolling Thunder Class B shareholders. Action
anticipates payment of the foregoing cash amounts to the Depositary under the
Arrangement on or before August 30, 2007.
An order of the Court of Queen's Bench of Alberta approving the
Arrangement was subsequently obtained at a hearing on the afternoon of
August 28, 2007.
The Arrangement is expected to be completed on August 30, 2007. The
Arrangement will result in Action acquiring all of the issued and outstanding
Class A and Class B shares of Rolling Thunder.
Tristone Capital Inc. acted as financial advisor to Rolling Thunder and
Jennings Capital Inc. acted as financial advisor to Action.
Interested parties are referred to the Management Information Circular
and Proxy Statement of Rolling Thunder dated July 25, 2007, a copy of which is
available electronically through the SEDAR website at www.sedar.com, for
further particulars of the proposed transaction.
Action Energy Inc. is a Calgary-based junior resource company engaged in
the exploration, development and production of natural gas and oil in Alberta
and Saskatchewan. Action's Common Shares trade on the TSX Venture Exchange
under the symbol "AEC.V".
Rolling Thunder Exploration Ltd. is a Calgary-based junior resource
company engaged in the exploration, development and production of natural gas
and oil in Alberta and Saskatchewan. Rolling Thunder's Class A shares and
Class B shares trade on the TSX Venture Exchange under the symbol "ROL.A" and
Certain information regarding the Company set forth in this document,
including management's assessment of future plans and operations, may
constitute forward-looking statements under applicable securities law.
Assessments of future plans and operations involve risks associated with oil
and natural gas exploration, production, marketing and transportation such as
loss of market, volatility of commodity prices, currency fluctuations,
imprecision of reserve estimates, environmental risks, competition from other
producers, and the ability to access sufficient capital from internal and
external sources. Statements relating to "reserves" are deemed to be
forward-looking statements as they involve the implied assessment based on
certain estimates and assumptions that the reserves described can be
profitably produced in the future. Actual results may differ materially from
those anticipated in forward-looking statements. The reader is therefore
cautioned not to place undue reliance on such forward-looking statements. All
subsequent forward-looking statements, whether written or oral, attributable
to the Company or persons acting on its behalf are expressly qualified in
their entirety by these cautionary statements. The Company assumes no
obligation to update forward-looking statements should circumstances or
management's estimates or opinions change.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. newswire services or for dissemination in
the United States. Any failure to comply with this restriction may constitute
a violation of U.S. securities laws.
For further information:
For further information: Roger Tang, Chairman and CEO, Action Energy
Inc., Telephone: (403) 264-1112, Facsimile: (403) 264-1116, Website:
www.action-energy.com; R.D. (Bob) Bowman, President & COO, Action Energy Inc.,
Telephone: (403) 264-1112, Facsimile: (403) 264-1116, Website:
www.action-energy.com; Peter Bolton, President, Rolling Thunder Exploration
Ltd., Telephone: (403) 532-6221, Facsimile: (403) 262-0229; Kamelia Wong,
Chief Financial Officer, Rolling Thunder Exploration Ltd., Telephone: (403)
532-6223, Facsimile: (403) 262-0229