Gemini enters formal arrangement agreement

    VANCOUVER, Sept. 4 /CNW/ - Gemini Energy Corp. (TSX:GNI) and NRG
Investments Inc. (CNQ:NRGI) announce that they have entered into a formal
arrangement agreement dated August 29, 2007 together with John R. Hislop and
J. Bradley Windt. The agreement provides for an arrangement to proceed on
substantially the same terms as set out in the joint press release dated
May 22, 2007. Under the terms of the arrangement agreement, NRG Investments
proposes to acquire all of the issued and outstanding securities of Gemini
Energy by way of a plan of arrangement under the Business Corporations Act
(British Columbia).
    The arrangement agreement contemplates that Gemini shareholders that are
not U.S. persons will have the election of receiving either Cdn$4.00 cash or
one common share of NRG for each Gemini share acquired. Shares of Gemini
Energy common stock held by U.S. persons will be acquired for Cdn$4.00 per
share. Gemini Energy obtained an Interim Order from the Supreme Court of
British Columbia on August 28, 2007 providing for, among other things, the
calling and holding of a special meeting of shareholders of Gemini Energy at
10:00 a.m. (Vancouver time) on October 2, 2007 to consider a special
resolution approving of the plan of arrangement. NRG Investments will hold a
shareholders' meeting to consider the arrangement on the same date.
    The arrangement agreement provides that as a condition to the closing of
the plan of arrangement, Gemini Energy will sell 12,000,000 shares of the
common stock of Exxel Energy Corp. to Q Investments Ltd., for total
consideration of Cdn$15,040,800. Gemini Energy also signed a share purchase
agreement on August 29, 2007 with Q Investments providing for this transaction
on substantially the same terms as set out in the May 22, 2007 press release.

    Certain statements included in this press release are "forward-looking".
Forward-looking statements relate to future events or to Gemini's future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue"
or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks identified in this press
release and the risks identified by Gemini in the documents that it
periodically files on SEDAR at Forward-looking statements in
this news release include statements relating to the anticipated terms upon
which the arrangement and sale of common shares of Exxel Energy will proceed,
the expected acquisition of all the issued and outstanding common shares of
Gemini Energy by NRG Investments pursuant to the Arrangement and the timing
and subject matter of Gemini Energy's and NRG Investments' respective
shareholders' meetings. Actual results may differ substantially.

For further information:

For further information: Gordon Nielsen, (604) 669-1400

Organization Profile


More on this organization

Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890