Clampett Energy Ltd.

April 08, 2010 17:07 ET

Clampett Energy Ltd. (Formerly Named Madison Energy Corp.) Announces Closing of Amalgamation

CALGARY, ALBERTA--(Marketwire - April 8, 2010) - Clampett Energy Ltd. (the "Clampett") (formerly named Madison Energy Corp.) ("Madison") (TSX VENTURE:MDC) is pleased to announce that, further to a press release dated March 4, 2010, and pursuant to an amalgamation agreement (the "Amalgamation Agreement") dated as of March 2, 2010, Clampett Energy Ltd. ("Old Clampett") and Madison amalgamated (the "Amalgamation") on April 8, 2010 to form Clampett. The Amalgamation was approved overwhelmingly by 99.95 % of the shareholders of Madison who voted on the Amalgamation at a special meeting of the shareholders of Madison held on April 8, 2010 and by all of the shareholders of Old Clampett on March 24, 2010.

Pursuant to the terms of the Amalgamation Agreement, each holder of common shares of Madison ("Madison Shares") received one class "B" redeemable preferred share in the capital of Clampett for each Madison Share held, which was immediately redeemed by Clampett for cash consideration equal to $0.20 per Madison Share. Each holder of class "1" common shares of Old Clampett ("Clampett Shares") received one class "A" common share of Clampett for each Old Clampett Share held. A letter of transmittal was previously mailed to the former Madison shareholders providing instructions as to how such shareholders should submit their Madison Shares in order to receive payment to which they are entitled pursuant to the Amalgamation.

John Murdoch, Patricia Taguchi, Scott Reeves, James Bunyan, Alexander Dougall, Elias Foscolos and Jerry Budziak have resigned today as directors and officers of Madison as contemplated by the Amalgamation.

It is anticipated that common shares of Clampett will be delisted from trading on the TSX Venture Exchange shortly and application will be made to applicable securities regulatory authorities for Clampett to cease to be a reporting issuer under applicable securities laws.

About Clampett Energy Ltd.

Clampett is a privately-held junior oil and gas company.

Advisory Regarding Forward-Looking Information

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or Clampett's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Clampett's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Actual results and developments may differ materially from those contemplated by this forward-looking information. Clampett disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

Neither 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.

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