Stonefire Energy Corp.
TSX VENTURE : SFE.A
TSX VENTURE : SFE.B

Stonefire Energy Corp.

November 20, 2009 08:30 ET

Stonefire Enters Into Definitive Agreement With Angle Energy Inc.

CALGARY, ALBERTA--(Marketwire - Nov. 20, 2009) - Stonefire Energy Corp. ("Stonefire" or the "Company") (TSX VENTURE:SFE.A)(TSX VENTURE:SFE.B) is pleased to announce today that it has entered into a definitive agreement (the "Agreement") with Angle Energy Inc. ("Angle") (TSX:NGL) pursuant to which Angle will, subject to certain conditions, offer to acquire all of the issued and outstanding shares, on a fully diluted basis, of Stonefire by way of a take-over bid (the "Offer"). Under the Offer, Class A shareholders will receive $2.00 per share in cash and Class B shareholders will receive $10.00 per share in cash which values the proposed transaction at approximately $75.0 million including the assumption of approximately $25.3 million in net debt and transaction costs. The offer represents a 25.6 percent and a 43.7 percent premium to the previous 10 day weighted average trading price of Stonefire Class A shares and Class B shares on the TSX Venture Exchange respectively.

The Offer will be subject to certain customary conditions, including acceptance of the Offer by holders of at least 66 2/3 percent of the outstanding shares of Stonefire calculated on a fully diluted basis, and receipt of all required regulatory approvals. Stonefire has agreed to pay Angle a non-completion fee in the amount of $2.25 million in certain circumstances if the proposed transaction is not completed. The Agreement includes customary non-solicitation covenants and right to match provisions. Full details of the Offer will be included in the formal take-over bid circular and related documents, which are expected to be mailed to all shareholders of Stonefire on or about December 4, 2009 and will be open for 35 days.

The Boards of Directors of Stonefire and Angle have unanimously approved the proposed transaction and the Board of Directors of Stonefire has concluded that the transaction is in the best interests of its shareholders and will recommend that its shareholders accept the Offer. All of the directors and senior officers of Stonefire and certain other shareholders (holding approximately 45 percent of the issued and outstanding Class A Shares or 48 percent on a fully diluted basis) have agreed to tender their shares subject to certain exceptions and have entered into lock-up agreements with Angle. Cormark Securities Inc. acted as exclusive financial advisor to Stonefire and has provided the Board of Directors of Stonefire with its verbal opinion that, as of the date hereof and subject to review of final documentation, the consideration to be received under the Offer is fair from a financial point of view to the shareholders of Stonefire.

Stonefire's Board of Directors wishes to acknowledge the efforts and success of Stonefire's management and technical team who over the last four years have built, exclusively through drilling, a high quality Deep Basin production base, currently at 1,225 boepd, a large inventory of high working interest operated vertical and horizontal drilling locations, 60 sections of highly prospective land and control of gas processing infrastructure in the Edson area.

Reader Advisory

This news release contains certain forward-looking statements, including management's assessment of future plans and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond Stonefire's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. Stonefire's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances 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, including the amount of proceeds, that Stonefire will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to Stonefire or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Stonefire does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be 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

  • Stonefire Energy Corp.
    Mr. Richard Dahl
    President & Chief Executive Officer
    (403) 262-9885 ext 222
    (403) 262-9887 (FAX)
    or
    Stonefire Energy Corp.
    Mr. Ronald Williams
    Vice President Finance and CFO
    (403) 262-9885 ext 228
    (403) 262-9887 (FAX)
    www.stonefire-energy.com