Poplar Creek Resources Inc.
TSX VENTURE : PCK

November 25, 2009 10:16 ET

Poplar Creek Resources Inc. Announces Amendment to Joint Venture and Participation Agreement

CALGARY, ALBERTA--(Marketwire - Nov. 25, 2009) - Further to its news releases dated June 29, 2009, July 20, 2009, Octoboer 19, 2009 and November 9, 2009, Poplar Creek Resources Ltd. ("Poplar Creek") (TSX VENTURE:PCK) is pleased to announced that it has entered into an amendment agreement ("Amendment Agreement") to the joint venture and participation agreement dated November 4, 2009 between Poplar Creek and Elm Energy Management Ltd. ("ELM") as announced on November 9, 2009 (the "Original Agreement"). The Amendment Agreement amends the terms upon which Poplar Creek will acquire the oil and gas interests earned by ELM pursuant to the Original Agreement, and ensures that under no circumstances will a control person of Poplar Creek be created as a result of the proposed Liquidity Events, as defined in the Original Agreement. Pursuant to the Amendment Agreement, the aggregate number of units of Poplar ("Units") to be issued in satisfaction of the purchase price for the oil and gas assets acquired by ELM shall not exceed 105,000,000 Units at a deemed price of $0.29 per Unit. Each Unit shall be comprised of one fully paid and non-assessable common share of Poplar (a "Poplar Share") and one-fifth of one Poplar Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder, for a period of 90 days from the date of issue, to acquire one fully paid and non-assessable Poplar Share at a price equal to $0.29. In the event the aggregate purchase price for the Liquidity Events exceeds $30,450,000, the amount of such overage shall be paid by Poplar Creek in cash.

Where the issuance of Units in fulfillment of the purchase price for a Liquidity Event (the "Purchase Price") would result in the creation of a new control person (as defined in TSX Venture Policy 1.1) of Poplar Creek (a "Poplar Control Person"), ELM may elect to either receive the maximum number of Units that may be issued to it without creating a new Poplar Control Person, with the balance of the Units (the "Unpaid Units") issuable in satisfaction of the Purchase Price being issued upon completion of the following Liquidity Event, or the maximum number of Units that may be issued to it without creating a new Poplar Control Person, with the balance of the Purchase Price to be paid in cash.

In the event that Poplar Creek does not have the funds to pay the cash portion of the Purchase Price, Poplar Creek will use its commercially reasonable efforts to raise or obtain such funds on terms satisfactory to ELM, acting reasonably. If notwithstanding its commercially reasonable efforts Poplar Creek is unable to raise or obtain such funds on terms satisfactory to ELM, it will use its commercially reasonable efforts to obtain, as soon as practicable, TSX Venture Exchange (the "Exchange") and shareholder approval for the payment of the entire Purchase Price by the issuance of Units.

In the event that notwithstanding its commercially reasonable efforts Poplar Creek is unable to obtain Exchange and shareholder approval, ELM may elect to complete the Liquidity Event, in which case Poplar Creek shall remain indebted to ELM for the cash portion of the Purchase Price to be paid upon closing of the Liquidity Event until such payment is made, or not complete the Liquidity Event and retain the oil and gas interests.

The completion of any proposed Liquidity Event is subject to receipt of all necessary regulatory approvals, including but not limited to Exchange approval of the issuance of Units to ELM in exchange for oil and gas interests earned by ELM pursuant to the Original Agreement.

Forward-looking statements:

Certain information set forth in this news release contains forward-looking statements and information ("forward-looking statements"). More particularly, this news release contains statements concerning the purchase and sale of oil and gas interests earned by ELM pursuant to the Original Agreement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Poplar Creek's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, exchange and shareholder approvals and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Poplar Creek's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so what benefits Poplar Creek will derive therefrom. More detailed information about potential factors that could affect actual results is included in the documents filed from time to time by Poplar Creek on www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Poplar Creek does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities in any jurisdiction.

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

  • Poplar Creek Resources Inc.
    John Carruthers
    CEO
    (403) 875-1821
    or
    Poplar Creek Resources Inc.
    Richard Edgar
    President
    (403) 616-5387