Anderson Energy Ltd.

Anderson Energy Ltd.

September 01, 2005 09:31 ET

Anderson Energy Ltd. Announces Closing of Acquisition of Aquest Energy Ltd.

CALGARY, ALBERTA--(CCNMatthews - Sept. 1, 2005) -

Not for distribution in the United States.

Anderson Energy Ltd. ("Anderson") and Aquest Energy Ltd. ("Aquest") (TSX:AEX) are pleased to announce the completion today of the previously announced plan of arrangement (the "Arrangement"). The Arrangement was approved by over 99% of the votes cast by the shareholders of Aquest that voted on the Arrangement and by 100% of the votes cast by the shareholders of Anderson that voted on the Arrangement at special meetings of shareholders held on August 31, 2005. The Arrangement was also approved by the Court of Queen's Bench of Alberta on August 31, 2005.

Pursuant to the Arrangement, all the shares of Aquest were transferred to Anderson and Aquest has become a wholly-owned subsidiary of Anderson. The former holders of shares of Aquest are entitled to receive, for each share held, 0.31 of a new common share of Anderson, andd the former holders of Class A common shares and Class B common shares of Anderson are entitled to receive, for each class of share, one new common share of Anderson. In connection with the Arrangement, Anderson issued approximately 9.6 million new common shares to former shareholders of Aquest and approximately 38.0 million new common shares to former holders of Class A and Class B shares of Anderson on completion of the Arrangement.

Anderson further announced today that the proceeds of the previously announced private placement of subscription receipts and flow-through shares were released from escrow. The net proceeds of $28.4 million will be used to reduce bank indebtedness of Anderson and Aquest. Further to the private placement financing, Anderson issued 3.1 million Class B common shares upon the conversion of the subscription receipts and 1.25 million flow-through Class B common shares, all of which were exchanged on a one-for-one basis for new common shares of Anderson pursuant to the Arrangement.

Following completion of the Arrangement and the Private Placement financing, Anderson has approximately 47.6 million basic and 52.2 million fully diluted common shares outstanding.

Anderson will continue to be managed by its current executive team of Mr. J.C. Anderson, Chairman, Mr. Brian Dau, President and Chief Executive Officer, and Ms. Darlene Wong, Vice President, Finance and Chief Financial Officer. In addition, Anderson is pleased to announce that Mr. Glenn Hockley, the former Chairman of Aquest, and Mr. Vincent Chahley, a former investment banker, have joined the Anderson Board of Directors. We thank Mr. John Hokanson, who is retiring from the Board of Directors, for his contributions during our private company phase.

It is anticipated that the common shares of Aquest will be delisted from the Toronto Stock Exchange, and the common shares of Anderson will commence trading on the Toronto Stock Exchange under the stock symbol "AXL" on or before September 7, 2005.

Anderson anticipates increasing its 2005 capital budget from $43 million to approximately $62 million. Approximately $7 million of the additional spending will be on Aquest properties and the balance on Anderson properties. Some of the spending increase relates to 2006 drilling and facility projects now being expended in the last few months of 2005.

Reader Advisory

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. The common shares of Anderson will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to a U.S. person, absent registration or applicable exemption therefrom.

Statements in this press release may contain forward-looking information including expectations of future production and components of funds from operations and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as the results of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the companies. These risks include, but are not limited to the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks include, but are not limited to operational risks in exploration, development and production, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of reserves, production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

Contact Information

  • Anderson Energy Ltd.
    J.C. Anderson
    Chairman
    (403) 256-7550
    or
    Anderson Energy Ltd.
    Brian Dau
    President & Chief Executive Officer
    (403) 206-6000
    or
    Anderson Energy Ltd.
    300, 311 6th Avenue SW
    Calgary Alberta T2P 3H2
    (403) 262-6307