Cinch Energy Corp.
TSX : CNH

Cinch Energy Corp.

May 24, 2011 19:15 ET

Cinch Energy Corp. Announces Arrangement With Tourmaline Oil Corp.

CALGARY, ALBERTA--(Marketwire - May 24, 2011) - Cinch Energy Corp. (TSX:CNH) ("Cinch") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Tourmaline Oil Corp. ("Tourmaline"), pursuant to which Tourmaline has agreed to acquire all of the issued and outstanding common shares of Cinch, including any shares of Cinch issued upon the exercise of outstanding options, for 0.06366 of a Tourmaline common share for each Cinch share held (the "Agreement"). Based on a five day volume weighted average trading price of the Tourmaline shares ending May 20, 2011 of $27.80, the consideration to be received by Cinch shareholders equals $1.77 per share and represents a premium of approximately 47% to the twenty day volume weighted average trading price of the Cinch shares of $1.20. The transaction values Cinch at approximately $205 million, including net debt.

"This Arrangement provides Cinch shareholders with a significant premium to the current share price," said Sid Dykstra, Chief Executive Officer of Cinch, "and allows for participation in the upside of Cinch's asset base with a company that operates the majority of Cinch's production and that has the ability to accelerate development activities."

The Board of Directors of Cinch (the "Board") has unanimously determined that the Arrangement is in the best interest of Cinch and the Cinch shareholders. The Board recommends that Cinch shareholders vote to approve the Arrangement at the shareholders' meeting that will be held to approve the Arrangement (the "Meeting"). All of Cinch's officers and directors have entered into support agreements with Tourmaline to vote in favour of and otherwise support the Arrangement, subject to certain permitted exceptions.

RBC Capital Markets acted as exclusive financial advisor to Cinch and has provided its opinion that, as at May 24, 2011, the consideration to be received by the Cinch shareholders under the Arrangement is fair, from a financial point of view, to the Cinch shareholders.

The Arrangement Agreement includes customary representations and warranties of each party, non-solicitation covenants by Cinch, right-to-match provisions in favour of Tourmaline and provides for a non-completion fee of $7.5 million to be paid by Cinch to Tourmaline if the transaction is not completed under certain circumstances. The Arrangement is subject to the affirmative vote of 66Γàö% of the votes to be cast by shareholders voting in person or by proxy at the Meeting. The transaction will be completed pursuant to a statutory plan of arrangement in accordance with the Business Corporations Act (Alberta) (the"ABCA"). The Arrangement is subject to the approval of the Alberta Court of Queen's bench under the ABCA, the receipt of all necessary regulatory and stock exchange approvals, and certain closing conditions that are customary for a transaction of this nature. An information circular regarding the Arrangement is expected to be mailed to shareholders in mid June 2011, with the Meeting scheduled to be held in early July 2011 and closing shortly thereafter.

Non-IFRS Measure

This news release includes a reference to net debt, a financial measure commonly used in the oil and gas industry, which does have any standardized meaning prescribed by International Financial Reporting Standards. Net debt is calculated as the sum of the working capital
deficiency, less assets held for sale, plus the outstanding credit facility balance. The method of calculating this number may not be comparable to that reported by other companies.

Forward-Looking Information:

Information in this press release contains forward-looking information including but not limited to the proposed acquisition of Cinch by Tourmaline pursuant to a plan or arrangement and the anticipated benefits of the proposed transaction. Forward-looking information is not based on historical facts but rather on Management's expectations regarding Cinch's future growth, results of operations, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities and expectations with respect to general economic and capital market conditions. Such forward-looking information reflects Management's current beliefs and assumptions and is based on information currently available to Management. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including but not limited to, risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production, delays or changes to plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of geological interpretations; the uncertainty of estimates and projections in relation to production, costs and expenses and health, safety and environment risks), and the risk of commodity price and foreign exchange rate fluctuations. In addition the Arrangement Agreement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the Arrangement Agreement. Additional risks and uncertainties associated with Cinch's future plans are described in Cinch's Annual Information Form for the year ended December 31, 2010. Although the forward-looking information contained herein is based upon assumptions which Management believes to be reasonable, Cinch cannot assure investors that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date hereof and Cinch assumes no obligation to update or revise this information to reflect new events or circumstances, except as required by law. Because of the risks, uncertainties and assumptions inherent in forward-looking information, prospective investors in Cinch's securities should not place undue reliance on this forward-looking information.

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