Profound Energy Inc.
TSX : PFX

Profound Energy Inc.

June 17, 2009 22:26 ET

Profound Energy Inc. Announces Variation of Offer to Acquire by Paramount Energy Trust

CALGARY, ALBERTA--(Marketwire - June 17, 2009) - Profound Energy Inc. (TSX:PFX) ("Profound") announces that Paramount Energy Trust ("PET") has varied the terms of PET's offer (the "Offer"), through its wholly-owned indirect subsidiary 1463072 Alberta Ltd., to acquire all of the issued and outstanding common shares of Profound (the "Profound Shares"). The Offer has been varied by amending the minimum tender condition from 66 2/3% of the Profound Shares outstanding on a fully diluted basis to 50.1% of Profound Shares outstanding on a fully diluted basis (excluding any Profound Shares issued or issuable upon conversion of the Profound special warrants held by PET (the "Special Warrants")), other than any Profound Shares held at the date of the Offer by or on behalf of PET or its affiliates or any Profound Shares issued or issuable upon conversion of the Special Warrants. The expiry time of the Offer will be 8:00 a.m. (Calgary time) on June 30, 2009. PET has indicated that a notice of extension and variation will be mailed to Profound shareholders.

As at the close of market today, approximately 58.3% of the outstanding Profound Shares, including Profound Shares issuable on exercise of outstanding stock options, had been tendered to the Offer or acquired by PET through market purchases as contemplated by the Offer. In addition, PET owns Special Warrants, which entitle PET to acquire 9,224,310 Profound Shares. Profound Shares tendered to the Offer in combination with Profound Shares currently owned by PET and its subsidiaries and Profound Shares that would be owned by PET upon conversion of the Special Warrants represent approximately 66.45% of the Profound Shares on a fully diluted basis.

In a directors' circular mailed to the shareholders of Profound concurrently with the mailing by PET of the take-over bid circular and Offer, the Board of Directors of Profound recommends that shareholders tender their Profound Shares to the Offer. In order to tender their Profound Shares, Profound shareholders must deposit the certificates representing their Profound Shares along with a duly executed letter of transmittal and election form to the depositary under the Offer following the procedures as described in the take-over bid circular and Offer, the directors' circular and the notice of extension and variation, which have been filed with Canadian securities regulatory authorities and are available at www.sedar.com. Shareholders whose Profound Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Profound Shares to the Offer. Shareholders of Profound and other investors are urged to review and consider the take-over bid circular and Offer, the directors' circular and the notice of extension and variation and act accordingly. These documents, as well as any amendments and supplements to them and any other relevant document filed or to be filed with Canadian securities regulatory authorities contain important information.

Profound Energy Inc. is a junior oil and natural gas company based in Calgary, Alberta. The Profound Shares are listed on the TSX under the symbol "PFX". Further information with respect to Profound can be found at its website at www.profoundenergy.ca.

The TSX has neither approved nor disapproved the information contained herein.

Contact Information

  • Profound Energy Inc.
    William T. Davis
    President & Chief Executive Officer
    403 237-6102
    or
    Profound Energy Inc.
    Evelyn Burnett
    Chief Financial Officer
    403 237-6102
    or
    Profound Energy Inc.
    Suite 380, 435 - 4th Avenue SW
    Calgary, Alberta, Canada T2P 3A8
    403 237-6103 (FAX)
    www.profoundenergy.ca