Bear Ridge Resources Ltd.
TSX : BER

Bear Ridge Resources Ltd.

August 21, 2007 11:48 ET

Bear Ridge Resources Announces Securityholder and Court Approval of Plan of Arrangement with Sabretooth Energy

CALGARY, ALBERTA--(Marketwire - Aug. 21, 2007) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Bear Ridge Resources Ltd. (TSX:BER) ("Bear Ridge") announces that at a special meeting held yesterday its securityholders approved a plan of arrangement providing for the proposed merger of Bear Ridge with Sabretooth Energy Ltd. ("Sabretooth"). Shareholders and warrantholders represented in person or by proxy at the meeting voted 87% in favour of a special resolution approving the arrangement, pursuant to which each Bear Ridge common share will be exchanged for 0.5250 of a Sabretooth common share, to an aggregate maximum of 19.1 million Sabretooth shares, or $2.10 in cash, to an aggregate maximum of $57.25 million, at the holder's election but subject to prorating.

Based on aggregate elections made or deemed to have been made, if the arrangement becomes effective shareholders who elected to receive Sabretooth common shares under the arrangement will receive, for each Bear Ridge share held, 0.525 of a Sabretooth common share, and shareholders who elected to receive cash under the arrangement will receive, for each Bear Ridge share held, approximately $0.973 in cash and 0.282 of a Sabretooth common share.

An order of the Court of Queen's Bench of Alberta approving the proposed arrangement was subsequently obtained at a hearing held yesterday afternoon.

Closing of the arrangement, which is subject to certain conditions as set forth in the amended and restated arrangement agreement between Bear Ridge and Sabretooth dated July 18, 2007, including the listing of the Sabretooth common shares on the Toronto Stock Exchange, is expected to be completed later today.

The arrangement will result in Sabretooth acquiring all of the issued and outstanding common shares of Bear Ridge, whereupon Bear Ridge securityholders will hold approximately 47% of the outstanding common shares of Sabretooth. The combined entity will continue to operate under the Sabretooth name and will be led by current Sabretooth management.

Interested parties are referred to the Management Information Circular and Proxy Statement of Bear Ridge dated July 20, 2007, a copy of which is available electronically on the Bear Ridge website at www.bearridge.ca or through the SEDAR website at www.sedar.com, for further particulars of the proposed transaction.

Cautionary Statements:

Certain information set forth in this news release, including with respect to the completion of the arrangement, may constitute forward-looking statements under applicable securities laws. By their nature, forward-looking statements are subject to risks and uncertainties, some of which are beyond the control of Bear Ridge, Sabretooth and their respective representatives. As a result, actual results or developments may differ from those anticipated in the forward-looking statements.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.

Contact Information

  • Bear Ridge Resources Ltd.
    2200, 330 - 5th Avenue S.W.
    Calgary, Alberta T2P 0L4
    (403) 537-8450 (FAX)
    or
    Bear Ridge Resources Ltd.
    R. Alan Steele
    Chief Financial Officer and Interim Chief Executive Officer
    (403) 537-8440
    or
    Sabretooth Energy Ltd.
    702, 2303 - 4th Street S.W.
    Calgary, Alberta T2P 0L4
    (403) 229-0603 (FAX)
    or
    Sabretooth Energy Ltd.
    Marshall Abbott
    Chairman and Chief Executive Officer
    (403) 229-3050 (ext 8)