Fairmount Energy Inc.
TSX VENTURE : FMT

Fairmount Energy Inc.

October 30, 2009 13:33 ET

Fairmount Energy Inc. Announces Special Meeting to Approve Amalgamation

CALGARY, ALBERTA--(Marketwire - Oct. 30, 2009) - Fairmount Energy Inc. (TSX VENTURE:FMT) ("Fairmount" or the "Company") announces that Fairmount's board of directors has approved the execution of an amalgamation agreement with a wholly-owned subsidiary of Delphi Energy Corp. ("Delphi"), pursuant to which Fairmount will amalgamate with the subsidiary to form the amalgamated entity ("Amalco").

Delphi's offer ("Offer") to acquire all of the common shares of Fairmount ("Fairmount Common Shares") expired on October 19, 2009. A special meeting of the shareholders of Fairmount will be held at 10:00 a.m. (Calgary time) on November 26, 2009 at Suite 2500, 450 – 1st Street S.W. Calgary, Alberta, to consider, and if deemed appropriate, to approve the proposed amalgamation and amalgamation agreement. An information circular ("Information Circular") was mailed on October 29, 2009 to shareholders of record on October 27, 2009.

Subject to the terms of the amalgamation agreement, a holder of the Fairmount Common Shares (other than dissenting shareholders and Delphi) will receive one redeemable preferred share of Amalco ("Redeemable Preferred Share") for each Fairmount Common Share. Following the amalgamation, the Redeemable Preferred Shares will be redeemed by Amalco for 0.3571 of a Delphi common share per Redeemable Preferred Share, as described in the Information Circular.

The consideration to be received by shareholders pursuant to the amalgamation is the same as the consideration that was to be received by shareholders pursuant to the Offer.

The amalgamation, which is subject to the approval of Fairmount's shareholders, and the subsequent redemption of the Amalco Redeemable Preferred Shares will constitute the subsequent acquisition transaction proposed by Delphi in order to acquire all of the Fairmount Common Shares that Delphi did not acquire pursuant to the previously announced Offer. Delphi currently owns approximately 79.0% of the outstanding Fairmount Common Shares.

Delphi has advised Fairmount that it will vote the Fairmount Common Shares held by it in favour of the special resolution approving the amalgamation and amalgamation agreement. Accordingly, Fairmount anticipates that the amalgamation will be approved and will therefore take effect on or about November 26, 2009. At that time, an application will be made to the TSX-V for the Fairmount Common Shares to cease to trade on the TSX-V.

Holders of Fairmount common shares are cautioned that a de-listing of the Fairmount Common Shares and/or the amalgamation and the subsequent redemption of the Amalco Redeemable Preferred Shares may result in Canadian income tax consequences that are materially different from those that would have arose on the disposition of Fairmount Common Shares under the Offer. (See "Certain Canadian Federal Income Tax Considerations" under the Information Circular.) Holders should consult their own tax advisors with respect to the potential income tax consequences to them of the amalgamation and the subsequent redemption of the Amalco Redeemable Preferred Shares.

The Information Circular and Letter of Transmittal will be available on the SEDAR website at www.sedar.com following their mailing to holders of Fairmount Common Shares.

Fairmount is a junior oil and natural gas exploration, development and production company with oil and gas properties located in Alberta, Canada.

Forward-Looking Statements. This release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", may", "will", "should", believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Fairmount as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The forward-looking statements and information contained in this press release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in Delphi's take-over bid circular prepared and filed in accordance with applicable securities laws as well as the ability of Delphi to effect a subsequent acquisition transaction and Fairmount to de-list the Fairmount common shares from the TSX-V.

Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in tax, royalty and environmental legislation. These risks, factors, estimates and assumptions are not exhaustive. The forward- looking statements and information contained in this press release are made as of the date hereof for the purpose of providing the readers with the Company's expectations in respect of the acquisition of Fairmount by Delphi. The forward-looking statements and information may not be appropriate for other purposes. Fairmount undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so 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.

Contact Information

  • Fairmount Energy Inc.
    David Reid
    (403) 265-6171
    (403) 265-6207 (FAX)
    or
    Fairmount Energy Inc.
    Brian Kohlhammer
    (403) 265-6171
    (403) 265-6207 (FAX)
    or
    Fairmount Energy Inc.
    300, 500 - 4 Avenue S.W.
    Calgary, Alberta
    T2P 2V6