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TSX V Trading Symbol: SBE
CALGARY, March 7, 2012 /CNW/ - SilverBirch Energy Corporation ("SilverBirch") is pleased to announce that it has filed with securities regulators in each of the provinces in Canada its notice of special meeting and information circular ("Information Circular") in respect of the upcoming special meeting (the "Meeting") of holders of common shares of SilverBirch (the "SilverBirch Shareholders"). The Information Circular has been filed on the SEDAR website at www.sedar.com and will be available for viewing on the SilverBirch website at www.silverbirchenergy.com. SilverBirch Shareholders of record on February 17, 2012 will receive a paper copy of the Information Circular by mail.
At the Meeting, SilverBirch Shareholders will be asked to consider the proposed plan of arrangement (the "Arrangement") among SilverBirch, Teck Resources Limited ("Teck"), 8071667 Canada Inc., SilverWillow Energy Corporation ("SilverWillow") and the SilverBirch Shareholders. Under the Arrangement, a holder of common shares of SilverBirch ("SilverBirch Common Shares") will ultimately receive, in exchange for each SilverBirch Common Share, Cdn$8.50 in cash and one common share (each, a "SilverWillow Share") in the capital of SilverWillow, a newly formed wholly-owned subsidiary of SilverBirch. The Meeting will be held on March 29, 2012 at 2:30 p.m. (Calgary time) in the McMurray Room at the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta. All SilverBirch Shareholders are encouraged to vote in person or by proxy. Details on how to vote are contained in the Information Circular.
Completion of the proposed Arrangement is conditional on approval by SilverBirch Shareholders and satisfaction of other customary conditions, including regulatory, stock exchange and Court of Queen's Bench of Alberta (the "Court") approvals. It is expected that the Arrangement will be completed in early April, 2012. On February 13, 2012, Teck and SilverBirch received a no action letter from the Commissioner of Competition with respect to the transactions contemplated by the Arrangement. On February 27, 2012, SilverBirch obtained an interim order of the Court which provides for the calling and holding of the Meeting and certain procedural matters. In addition, the TSX Venture Exchange (the "TSX-V") has conditionally approved the listing of the SilverWillow Shares upon the completion of the Arrangement. Listing of the SilverWillow Shares is subject to SilverWillow fulfilling all of the requirements of the TSX-V.
The Board of Directors of SilverBirch (the "Board") has unanimously determined that the Arrangement is in the best interests of SilverBirch and has, based upon, among other things, the opinions of RBC Capital Markets and TD Securities Inc., SilverBirch's financial advisors, unanimously determined that the Arrangement is fair to SilverBirch Shareholders. Accordingly, the Board has unanimously approved the Arrangement and unanimously recommends that shareholders vote in favour of the special resolution of SilverBirch Shareholders in respect of the Arrangement to be considered at the Meeting.
SilverBirch Energy Corporation is a pre-production oil sands company headquartered in Calgary, Alberta, Canada. SilverBirch has a portfolio of mining and in situ oil sands properties, including 50% ownership of the Frontier and Equinox Projects. To learn more, please visit www.silverbirchenergy.com.
Advisory Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. The use of any of the words "proposed", "may", "expected" and similar expressions is intended to identify forward-looking information. More particularly and without limitation, this news release contains forward-looking information concerning the timing of the Meeting, the mailing of the Information Circular, the business of the Meeting, the completion of the Arrangement and the expected timing for completion of the Arrangement.
The forward-looking information in this news release is based on certain key expectations and assumptions made by SilverBirch, including assumptions as to: the time required to mail the Meeting materials; the receipt, in a timely manner, of regulatory, SilverBirch Shareholder, court and third party approvals in respect of the Arrangement; and the time necessary to satisfy the conditions to the closing of the Arrangement. Although SilverBirch believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SilverBirch can give no assurance that it will prove to be correct.
The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied in the forward-looking information. Such risks, uncertainties and factors include, among others: inability to secure necessary regulatory, court, SilverBirch Shareholder or other third approvals in the time assumed; the need for additional time to satisfy the conditions to the completion of the Arrangement; and the risk of termination of the Arrangement agreement. Listing of the SilverWillow Shares is conditional upon SilverWillow fulfilling the requirements of the TSX-V and there can be no assurance that the TSX-V will list the SilverWillow Shares. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of SilverBirch are included in the Information Circular and in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website www.sedar.com.
The forward-looking information contained in this news release is made as of the date hereof and SilverBirch undertakes no obligation to update publicly or revise any forward-looking 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:
Howard Lutley, President and Chief Executive Officer, at 403-538-7030