CALGARY, Aug. 8 /CNW/ - (CDS - TSX) - Cadence Energy Inc. (formerly,
Kereco Energy Ltd.) ("Cadence"), announces that in connection with the
previously announced offer (the "Offer") by Cadence Acquisition Inc., a
wholly-owned subsidiary of Barrick Gold Corporation ("Barrick"), to purchase
all of the outstanding common shares of Cadence ("Cadence Shares") and any
subsequent compulsory acquisition or other subsequent acquisition transaction,
it has elected to adjust the conversion rate and related conversion obligation
of its of 4.75% convertible unsecured subordinated debentures due on June 30,
2012 (the "Cadence Debentures") such that after the effective date of the
change of control arising from such transactions with Barrick, the Cadence
Debentures will be convertible into common shares ("Barrick Shares") of
Barrick in accordance with the terms of the indenture governing the Cadence
Debentures dated June 25, 2007 (the "Debenture Indenture").
Pursuant to the Debenture Indenture, provided that the change of control
occurs, the Cadence Debentures will be adjusted by multiplying the conversion
rate in effect immediately before the effective date of the change of control
by the following fraction:
(i) the numerator of which will be the average of the closing prices
of the Cadence Shares for the five consecutive trading days
immediately prior to but excluding the effective date of the
change of control; and
(ii) the denominator of which will be the average of the closing prices
of the Barrick Shares for the for the five consecutive trading
days immediately prior to but excluding the effective date of the
change of control.
The foregoing is a summary of the applicable provisions in the Debenture
Indenture and is qualified by the more detailed provisions of the Debenture
Indenture, a copy of which is available on SEDAR at www.sedar.com.
Advisory Regarding Forward-Looking Statements and Forward-Looking
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 information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the completion of the Offer.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Cadence, including expectations and
assumptions concerning the timing of receipt of applicable approvals and
satisfaction of other conditions to the Offer. Although Cadence 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 Cadence can give 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: failure to obtain required approvals and failure to satisfy other
conditions of the Offer.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect Cadence's operations or financial results are included in reports on
file with applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com).
The forward-looking statements and information contained in this press
release are made as of the date hereof and Cadence undertakes no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.
For further information:
For further information: Cadence Energy Inc., Grant Fagerheim, President
and Chief Executive Officer, Phone (403) 290-3401