Exall Energy Corporation

Exall Energy Corporation

March 10, 2010 12:59 ET

Exall Energy Adopts Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwire - March 10, 2010) - Exall Energy Corporation ("Exall Energy") (TSX:EE) today announced that its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan") to be effective as of March 1, 2010. The Rights Plan is designed to encourage the fair and equal treatment of shareholders in connection with any takeover bid for the outstanding securities of the Corporation.

In approving the Rights Plan the Corporation intends to provide shareholders and the Board of Directors with adequate time to assess any take-over bid; to consider alternatives to a take-over bid as a means of maximizing shareholder value; to allow competing bids to emerge; and to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. Exall's Board of Directors is not currently aware of any pending or threatened take-over bid for the Corporation. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.

Under the terms of the Rights Plan, one right (a "Right") was issued by Exall in respect of each outstanding Exall common share at the close of business on March 1, 2010 and in respect of each Exall common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20 percent or more of the common shares of the Corporation without complying with the "permitted bid" provisions of the Rights Plan or without approval of Exall's Board of Directors. Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Corporation at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.

Although effective as of March 1, 2010, the Rights Plan is subject to ratification by the Corporation's shareholders at the Corporation's annual and special meeting of shareholders which Exall's Board of Directors anticipates will be held in June, 2010, and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified at the Corporation's shareholders' meeting to be held in June, 2010, the Rights Plan and all of the Rights outstanding at the time will terminate. The Rights Plan has been accepted for filing by the TSX subject, to among other things, receipt of the required shareholder approval.

A copy of the Rights Plan will be available on SEDAR at www.sedar.com and can also be obtained from Exall upon a written request.

About Exall

Exall is a junior oil and gas company active in its business of oil and gas exploration, development and production from its properties in Alberta, British Columbia and Texas. Exall Energy is currently developing a new oil discovery in north-central Alberta. Exall Energy currently has 46,137,894 common shares outstanding. The Company's common shares are listed on the Toronto Stock Exchange under the trading symbol EE.

Contact Information

  • Exall Energy Corporation
    Frank S. Rebeyka
    Vice Chairman & CEO
    Exall Energy Corporation
    Roger N. Dueck
    President & COO
    403-237-7820 x 223