Berens Energy Ltd.

January 25, 2010 14:08 ET

Berens Energy Ltd. Announces Mailing of Information Circular

CALGARY, ALBERTA--(Marketwire - Jan. 25, 2010) - Berens Energy Ltd. (TSX:BEN) ("Berens" or the "Company") announces that it has mailed its information circular and proxy statement dated January 20, 2010 (the "Information Circular") in connection with the proposed amalgamation (the "Amalgamation") of Berens and PetroBakken Acquisition Ltd., a wholly-owned subsidiary of PetroBakken Energy Ltd. ("PetroBakken"), pursuant to which PetroBakken will indirectly acquire all of the issued and outstanding common shares of Berens ("Berens Shares") for cash consideration of $2.70 per Berens Share. The Amalgamation will be considered by the holders of Berens Shares ("Berens Shareholders") at a special meeting (the "Meeting") to be held at 10:00 a.m. (Calgary time) on Wednesday, February 24, 2010 in the Viking Room of the Calgary Petroleum Club, 319 – 5th Avenue S.W., Calgary, Alberta. The record date for the determination of Berens Shareholders entitled to receive notice of, and to vote at, the Meeting is January 18, 2010.

The Information Circular contains details concerning the Amalgamation, including the conditions and procedures for it to become effective. Berens Shareholders are urged to carefully review the Information Circular and accompanying materials as they contain important information regarding the Amalgamation and the rights and entitlements of the Berens Shareholders in connection therewith.

If the Amalgamation is approved at the Meeting and all other conditions to closing are satisfied or, if applicable, waived, then the Amalgamation is expected to become effective on or about February 25, 2010.

Berens Energy Ltd. is a junior oil and gas company currently trading on the Toronto Stock Exchange. The Company currently produces and explores for oil and gas in the Western Canadian Sedimentary Basin with its primary growth areas focused in the Pembina region. The Company's strategy is to focus on profitable growth through a strategic combination of investments in exploration, development and acquisitions in western Canada.

Caution Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, forecasts, guidance or other statements that are not statements of fact. Forward-looking information in this press release includes, but is not limited to, statements with respect to the Amalgamation, the terms and conditions of the Amalgamation, the completion of the Amalgamation and the outcome of the Amalgamation.

Forward-looking statements and information are based on current beliefs as well as assumptions made by, and information currently available to, Berens concerning anticipated financial performance, business prospects, strategies and regulatory developments. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These material risk factors include, but are not limited to: the failure to receive approval of the Amalgamation from Berens Shareholders or applicable regulatory authorities; the possibility that government policies or law may change or governmental approvals may be delayed or withheld; change in tax laws; changes in royalty rates; and other regulations and general economic conditions. 

The forward-looking statements contained in this press release are made as of the date of this press release. This cautionary statement expressly qualifies the forward-looking statements contained in this press release.

Contact Information

  • Berens Energy Ltd.
    Dan Botterill
    Chief Executive Officer
    (403) 303-3262
    Berens Energy Ltd.
    Dell P. Chapman
    Chief Financial Officer
    (403) 303-3267