Anterra Corporation

Anterra Corporation

March 23, 2007 08:00 ET

Anterra Announces Signing of Amalgamation Agreement, Meeting Date and Reserves Adjustment

CALGARY, ALBERTA--(CCNMatthews - March 23, 2007) - Anterra Corporation, (TSX VENTURE:ATR) ("Anterra" or the "Company") is pleased to announce that the amalgamation agreement (the "Agreement") pursuant to the terms of which the Company and Resolve Energy Inc. ("Resolve") will combine their businesses as previously announced, (the "Amalgamation") has been executed by both Anterra and Resolve. The Amalgamation is subject to the approval of the TSX Venture Exchange and the approval of the shareholders of Anterra and Resolve and both companies have scheduled special shareholder meetings of their respective shareholders for April 26, 2007 to consider and approve the proposed transaction. Anterra proposes to mail the Information Circular outlining the details and terms of the Amalgamation to its shareholders prior to March 31, 2007.


Pursuant to the terms of the Agreement, Anterra and Resolve will amalgamate and continue as a single corporation under the name of Resolve Energy Inc. ("New Resolve"). New Resolve will have the same capital structure as Resolve. Under the terms of the Amalgamation, the existing Class A Shares and Class B Shares of Resolve will be exchanged on a one-for-one basis for Class A Shares and Class B Shares of New Resolve. The common shares of Anterra will be exchanged for securities of New Resolve on the basis of 0.5714285 of a Class A Share of New Resolve and 0.0132 of a Class B Share of New Resolve for each common share of Anterra. The existing options in Anterra will be exercised or cancelled in conjunction with the amalgamation. The existing warrants in Anterra will be exercisable into Class A Shares and Class B Shares of New Resolve at the respective exchange ratios set out above. The Amalgamation will result in the issuance to former Anterra shareholders of an aggregate of approximately 15,910,188 Class A Shares and 367,525 Class B Shares of New Resolve (based on the current issued and outstanding shares of Anterra and prior to the exercise of any outstanding options). Former Resolve shareholders will receive 6,343,000 Class A Shares of New Resolve and 380,538 Class B Shares of New Resolve. After giving effect to the Amalgamation and assuming no existing options or warrants are exercised, New Resolve will have issued and outstanding approximately 22,253,188 Class A Shares, 748,063 Class B Shares and warrants entitling the holders to acquire 1,609,316 Class A Shares and 17,037 Class B Shares.

The Amalgamation is non-arm's length in that J. Ronald Woods is a director of both Anterra and Resolve and Owen C. Pinnell is an officer and director of Anterra and has acted as a promoter of Resolve.

The Process: In order to review the Amalgamation, the Board of Directors of Anterra formed a Special Committee consisting of independent directors of the Company to consider the merits and fairness of the transaction to their shareholders. Anterra retained Haywood Securities Inc. ("Haywood") to provide a fairness opinion to the Board with respect to the transaction. Haywood has advised the Special Committees of Anterra that, subject to satisfactory due diligence and review of the Amalgamation documents, the Amalgamation appears to be fair from a financial point of view to the Anterra shareholders. Certain shareholders of Anterra, including management, employees and directors holding approximately 37% of the issued and outstanding common shares of Anterra and certain shareholders, including management and directors of Resolve holding approximately 62% of the issued and outstanding Class A Shares of Resolve have signed lockup agreements agreeing to vote their shares in favour of the Amalgamation.

Management and Board of New Resolve: Management of New Resolve will combine the current management of Resolve and Anterra as follows: Owen C. Pinnell, P.Eng, Chairman and Chief Executive Officer, Robert McCuaig, P.Eng, Executive Vice President, Douglas Wine, P. Geologist, Vice President, Exploration, Giles Parker, CA, Vice President Finance and Chief Financial Officer, Gordon W. Marsden, P.Eng. Vice President, Production and Engineering, Alastair J. Robertson, CA, Treasurer and Corporate Secretary. The Board of Directors of New Resolve will be comprised of six directors, comprising Owen C. Pinnell, John Read, John McGilvary, Jim Coleman, and Jake Halldorson from Anterra and Ross Drysdale from Resolve.


Anterra wishes to advise shareholders that there has been a revision to its previously released December 31, 2006 year end Reserves Report prepared by AJM Petroleum Consultants of Calgary. The revision relates to the forecast and constant gas pricing and royalties used to calculate the gas reserves value of its recently drilled LSD11-23-47-4W4M well at Breton in central Alberta. Proved plus probable reserves, reflecting the present value cashflow using forecast prices discounted at 10%, are now estimated at $16,804,000 (versus the $18,370,700 announced on February 7, 2007). Anterra's annual filing pursuant to National Instrument 51-101 will be made prior to April 30, 2007. When filed, copies of the documents may be obtained electronically at

It should not be assumed that the estimate of present value cashflow represents the fair market value of the reserves. There is no assurance that the forecast prices and cost assumptions will be attained and variances could be material.

Anterra Corporation ("Anterra") is an emerging energy company with a focus on the exploration and development of oil and gas reserves and the exploitation of associated fee-based projects in western Canada. Anterra is a public Canadian company listed on the TSX Venture Exchange under the symbol ATR. More information about Anterra is available on the internet at

This news release contains forward looking information related to Anterra's reserves and future plans. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to, risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates in relation to reserves, production and expenses; and health, safety and environmental risks). Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in the company's securities should not place undue reliance on these forward-looking statements.

Common Shares Outstanding: 27,842,833

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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