North Peace Adopts Shareholder Rights Plan

    TSX-V: NPE

    CALGARY, April 27 /CNW/ - North Peace Energy Corp. ("North Peace" or the
"Corporation") announced today that its Board of Directors has adopted a
Shareholder Rights Protection Plan (the "Rights Plan").
    The Rights Plan has been adopted by the Board of Directors to ensure the
fair treatment of shareholders in connection with any take-over offer for the
Corporation, and to provide the Board of Directors and shareholders with
additional time to fully consider any unsolicited take-over bid. The Rights
Plan will also provide the Board of Directors more time to pursue, if
appropriate, other alternatives to maximize shareholder value.
    The Rights Plan is effective immediately and requires confirmation by
North Peace shareholders within six months of the Rights Plan's effective
date. The Rights Plan will be put to shareholders for their consideration at
the annual and special meeting of shareholders scheduled for May 30, 2007. If
the Rights Plan is not confirmed by shareholders, the Rights Plan and all
outstanding rights will terminate and be void and of no further force and
    The Corporation is not adopting the Rights Plan in response to any
specific proposal to acquire control of the Corporation. The Rights Plan is
similar to rights plans adopted by other Canadian companies and approved by
their shareholders.
    The Rights Plan is not intended to prevent take-over bids. Under the
Rights Plan, those bids that meet certain requirements intended to protect the
interests of all shareholders are deemed to be "Permitted Bids". Permitted
Bids must be made by way of a take-over bid circular prepared in compliance
with applicable securities laws and remain open for 60 days
    The Board of Directors of the Corporation has implemented the Rights Plan
by authorizing the issuance of one right in respect of each Common Share of
the Corporation outstanding at the close of business on April 27, 2007 (the
"Record Time"). In addition, the Board authorized the issuance of one Right in
respect of each additional Common Share issued from treasury after the Record
Time. The rights trade with and are represented by North Peace's Common
Shares. Until such time as the rights separate from the Common Shares, when
they become exercisable, rights certificates will not be distributed to
    If a person, or a group acting jointly or in concert, acquires (other
than pursuant to an exemption available under the Rights Plan) beneficial
ownership of 20% or more of the Common Shares, rights (other than those held
by such acquiring person which will become void) will separate from the Common
Shares and permit the holder thereof to purchase Common Shares at a 50%
discount to their market price. A person, or a group acting jointly or in
concert, who is the beneficial owner of 20% or more of outstanding Common
Shares as of the Record Time is exempt from the dilutive effects of the Rights
Plan provided such person (or persons) does not increase its beneficial
ownership by more than 1% (other than in accordance with the terms of the
Rights Plan). At any time prior to the rights becoming exercisable, the Board
of Directors may waive the operation of the Rights Plan with respect to
certain events before they occur.
    The issuance of the rights is not dilutive and will not affect reported
earnings or cash flow per share until the rights separate from the underlying
Common Shares and become exercisable or until the exercise of the rights. The
issuance of the rights will not change the manner in which shareholders
currently trade their Common Shares.

    About North Peace

    North Peace Energy is an early stage oil sands company with land and
assets bridging the Athabasca and Peace River oil sands areas of northern

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this news release.

    %SEDAR: 00019211E

For further information:

For further information: Louis Dufresne, President and CEO, James
Glessing, Vice President, Finance & CFO, North Peace Energy Corp., 470, 505 -
3rd Street SW, Calgary, Alberta T2P 3E6, Telephone (403) 262-6024, Facsimile:
(403) 262-6072, E-mail:,; Stephanie K
Mesher, Bryan Mills Iradesso, (403) 503-0144 ext. 216,

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