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CALGARY, Feb. 27, 2012 /CNW/ - Bellamont Exploration Ltd. ("Bellamont") (TSXV: BMX.A) is pleased to announce that it has obtained an Interim Order of the Court of Queen's Bench of Alberta providing for, among other things, the holding of a meeting of the shareholders of Bellamont ("Bellamont Shareholders") to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Bellamont, Storm Resources Ltd. ("Storm") and the Bellamont Shareholders.
A special meeting of the Bellamont Shareholders will be held in respect of the Arrangement in the Plaza Room at the Metropolitan Conference Centre at 333 - 4th Avenue S.W., Calgary, Alberta on Thursday, March 22, 2012 at 9:00 a.m. (Calgary time). Bellamont is mailing the Information Circular and Proxy Statement respecting the meeting to the Bellamont Shareholders which will also be available for viewing electronically under Bellamont's profile on SEDAR at www.sedar.com.
Pursuant to the Arrangement, the Bellamont Shareholders will transfer each of their Bellamont Class A shares to Storm in exchange for, at the election or deemed election of the holder and subject to pro-rationing, either: (a) $0.56 cash, (b) 0.1445 of a common share of Storm, or (c) a combination thereof, subject to an aggregate maximum cash consideration of $20,000,000 being payable by Storm to holders electing to receive cash.
Completion of the Arrangement is subject to certain conditions, including the approval of the Bellamont Shareholders, the final approval of the Court of Queen's Bench of Alberta and receipt of all applicable regulatory approvals. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, Bellamont anticipates that the Arrangement will become effective on or about March 23, 2012.
FirstEnergy Capital Corp. has provided the Board of Directors of Bellamont with a written opinion that, as at February 24, 2012, it is of the opinion that the consideration to be received by Bellamont Shareholders under the Arrangement is fair, from a financial point of view, to the Bellamont Shareholders.
The members of the Board of Directors of Bellamont eligible to vote have unanimously determined that the Arrangement is in the best interests of Bellamont and is fair to the Bellamont Shareholders. The members of the Board of Directors of Bellamont eligible to vote unanimously recommends that the Bellamont Shareholders vote to approve the Arrangement at the shareholders' meeting.
Certain statements included in this press release constitute forward-looking statements under applicable securities legislation. More particularly, this press release contains a statement concerning the anticipated date for the completion of the Arrangement. This completion date relies on certain assumptions that Bellamont believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary shareholder approval, regulatory and court approvals and the necessary conditions to the completion of the Arrangement. This date may change for a number of reasons, including the inability to secure necessary shareholder, regulatory or court approvals in the time needed or the need for additional time to satisfy the conditions of the Arrangement. The Arrangement may be completed later than stated or not at all.
Such forward-looking statements are based on a number of assumptions which may prove to be incorrect. Although Bellamont believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because Bellamont can give no assurance that such expectations will prove to be correct. The forward-looking statements contained in this press release are made as of the date hereof and Bellamont undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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 RELEASE.
For further information:
President & CEO
Bellamont Exploration Ltd.
Telephone: (403) 802-1355