CALGARY, Nov. 6 /CNW/ - Breaker Energy Ltd. ("Breaker")(TSX:WAV) is pleased to announce 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 Breaker ("Breaker Shareholders") to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Breaker, NAL Oil & Gas Trust ("NAL"), 1494705 Alberta Ltd. ("AcquisitionCo") and the Breaker Shareholders.
A special meeting of the Breaker Shareholders will be held in respect of the Arrangement in the Okanagan Room of the Ramada Hotel at 708 - 8th Avenue S.W., Calgary, Alberta on Wednesday December 9, 2009 at 9:00 a.m. (Calgary time). Breaker will mail an Information Circular and Proxy Statement respecting the meeting to the Breaker Shareholders which, upon mailing, will be available for viewing electronically under Breaker's profile on SEDAR at www.sedar.com.
Pursuant to the Arrangement, AcquisitionCo will acquire each of the issued and outstanding class A shares of Breaker in exchange for 0.475 of a trust unit of NAL.
Completion of the Arrangement is subject to certain conditions, including the approval of the Breaker 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, Breaker anticipates that the Arrangement will become effective on or about December 10, 2009.
FirstEnergy Capital Corp. has provided the Board of Directors of Breaker with a written opinion that, as at November 6, 2009, it is of the opinion that the consideration to be received by Breaker Shareholders under the Arrangement is fair, from a financial point of view, to the Breaker Shareholders.
Breaker's Board of Directors has unanimously determined that the Arrangement is in the best interests of Breaker and that the consideration to be received by the Breaker Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Breaker Shareholders. The Board of Directors unanimously recommends that the Breaker Shareholders vote to approve the Arrangement at the shareholders' meeting.
FORWARD LOOKING INFORMATION
Certain statements included in this press release constitute forward-looking statements under applicable securities legislation. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", or similar words suggesting future outcomes or statements regarding an outlook. More particular this press release contains a statement concerning the anticipated date for the completion of the Arrangement. This completion date relies on certain assumptions that Breaker 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. These dates 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 then stated or not at all.
Such forward-looking statements are based on a number of assumptions which may prove to be incorrect. Although Breaker believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because Breaker 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 Breaker 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.
The TSX does not accept responsibility for the adequacy or accuracy of
SOURCE BREAKER ENERGY LTD.
For further information: For further information: Dan O'Neil, President & Chief Executive Officer, (403) 215-5264; or Max Lof, Vice President, Finance & Chief Financial Officer, (403) 215-5264, firstname.lastname@example.org; www.breakerenergy.com