Carmel Bay Exploration Ltd.

Carmel Bay Exploration Ltd.

June 09, 2015 17:43 ET

Carmel Bay Exploration Ltd. Enters Into Arrangement Agreement

CALGARY, ALBERTA--(Marketwired - June 9, 2015) -

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Carmel Bay Exploration Ltd. ("Carmel Bay" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Black Swan Energy Ltd. ("Black Swan") pursuant to which Black Swan will, subject to certain conditions, acquire all of the issued and outstanding common shares of Carmel Bay (the "Carmel Bay Shares") for cash consideration of approximately C$200 million, including the assumption by Black Swan of Carmel Bay's net debt and adjusting for the exercise of dilutive equity incentive securities, severance and transaction costs of Carmel Bay (the "Arrangement"). Carmel Bay's principal shareholder and directors and officers with an aggregate of approximately 97% of the Carmel Bay Shares have entered into agreements to support the Arrangement.

The Board of Directors of Carmel Bay has unanimously approved the Arrangement, determined that the consideration to be received by the Carmel Bay shareholders is fair to Carmel Bay shareholders, that the Arrangement is in the best interests of Carmel Bay and recommend that Carmel Bay shareholders vote their Carmel Bay shares in favour of the Arrangement.

An information circular describing the Arrangement is expected to be mailed to Carmel Bay shareholders today for a special meeting of shareholders (the "Meeting") scheduled to take place on June 30, 2015 (the "Meeting Date"). In addition, Carmel Bay intends to seek the approval of the Arrangement from Carmel Bay shareholders through a written consent resolution ("Written Resolution") to accelerate the timing if possible. If the Written Resolution is approved and other conditions to closing of the Arrangement are satisfied or waived prior the Meeting Date, Carmel Bay may cancel the Meeting. Closing is subject to court approval, other regulatory approvals and certain industry standard conditions.

Macquarie Capital Markets Canada Ltd. is acting as exclusive financial advisor to Carmel Bay with respect to the Arrangement and has provided the Board of Directors of Carmel Bay with an opinion that as of the date of the Arrangement Agreement, the consideration to be received by Carmel Bay shareholders pursuant to the Arrangement is fair, from a financial point of view, to Carmel Bay shareholders.

Advisories

This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws, including, but not limited to, statements relating to the mailing of the information circular describing the Arrangement and the timing thereof, the proposed Meeting Date and the potential cancellation of the Meeting. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future. The forward-looking information is based on certain key expectations and assumptions made by management, including expectations and assumptions concerning obtaining the necessary shareholder, court and regulatory approvals, and satisfaction of the other conditions to closing the Arrangement.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Carmel Bay can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Arrangement may not be completed on the anticipated time frames or at all.

These forward-looking statements are made as of the date of this press release and Carmel Bay disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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