Lander Energy Corporation
TSX VENTURE : LAE.P

September 28, 2009 14:40 ET

Lander Energy Corporation Provides Update on Proposed Transaction With Heathercrest Energy Ltd.

TORONTO, ONTARIO--(Marketwire - Sept. 28, 2009) - LANDER ENERGY CORPORATION ("Lander"), (TSX VENTURE:LAE.P), is pleased to provide an update on its proposed business combination (the "Proposed Transaction") with Heathercrest Energy Ltd. ("Heathercrest"). As previously announced, Lander entered into a share exchange agreement dated November 21, 2008 with Heathercrest with respect to the Proposed Transaction. The Proposed Transaction, if completed, will constitute an arm's length "Qualifying Transaction" for Lander in accordance with TSX Venture Exchange Inc. Policy 2.4 concerning Capital Pool Companies. Upon successful completion of the Qualifying Transaction, it is anticipated that Lander will meet the Tier 2 listing requirements of the TSXV for an oil and gas issuer.

Lander and Heathercrest continue to work together with a view to completing the Proposed Transaction as soon as practicable. In this regard, Heathercrest is nearing the completion of a report (the "Evaluator Report") in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). The Evaluator Report presents oil, NGL and natural gas reserves in connection with certain oil and gas concessions of Resilient Energy Inc. in Lea County New Mexico in which Heathercrest proposes to acquire an interest. Lander and Heathercrest expect to complete the Proposed Transaction after the Evaluator Report is complete and definitive agreements are concluded with respect to such interest.

There can be no assurance that the transactions described above will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement that is to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information contained in this news release with respect to Heathercrest was supplied by Heathercrest for inclusion herein, and with respect to such information, Lander and its board of directors and officers have relied on Heathercrest.

This press release includes "forward looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Assuming completion of the Proposed Transaction, such risks and uncertainties include, but are not limited to, risks associated with the oil and gas industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; the uncertainty of resource and reserve estimates and the ability to economically exploit resources and reserves; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Heathercrest to obtain all permits, consents or authorizations required for its operations and activities; and health and safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Heathercrest to fund the capital and operating expenses necessary to achieve the business objectives of Heathercrest, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Heathercrest. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Lander and, assuming completion of the Proposed Transaction, the Resulting Issuer should not place undue reliance on these forward-looking statements. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and Lander undertakes no obligation to update publicly or revise any forward-looking statements contained in this press release or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Contact Information

  • Lander Energy Inc.
    David Wood
    President and CEO
    (604) 720-7307
    or
    Heathercrest Energy Ltd.
    Morgan Tincher
    President and CEO
    (604) 638-1260