Cyries Energy Inc.

Cyries Energy Inc.

October 25, 2006 10:38 ET

Cyries Energy Inc. Mails Offer to Shareholders of Dual Exploration Inc.

CALGARY, ALBERTA--(CCNMatthews - Oct. 25, 2006) -


Cyries Energy Inc. ("Cyries") (TSX:CYS) announces that on the evening of October 24, 2006 Cyries completed the mailing of its offer (the "Offer") to purchase all of the issued and outstanding Dual common shares ("Dual Shares") in exchange for 0.167 of a Cyries common share for each Dual Share.

The Offer was previously announced on October 4, 2006. The Offer will be open for acceptance until 5:00 p.m. (Calgary time) on November 29, 2006, unless withdrawn or extended by Cyries. The Offer is conditional upon, among other conditions, at least 66 2/3% of the outstanding Dual Shares being validly deposited and not withdrawn under the Offer and receipt of all necessary regulatory approvals.

The Offer has the unanimous support of the Board of Directors of Dual who have recommended Dual shareholders accept the Offer. In addition, the Board of Directors of Dual has been advised by its financial advisor, Clarus Securities Inc., that the Offer is fair, from a financial point of view, to the shareholders of Dual.

All of the directors and senior officers of Dual (the "Tendering Securityholders"), who hold or control an aggregate of 9,579,577 Dual Shares (which includes Dual Shares issuable upon exercise of "in-the-money" Dual options and Dual warrants held by the Tendering Securityholders), which represents approximately 27.5% of the issued and outstanding Dual Shares (calculated on a diluted basis) have each entered a Lock-Up agreement with Cyries. Pursuant to such Lock-up Agreements, such persons have agreed, among other things, to deposit under the Offer the Dual Shares beneficially owned, directly or indirectly, or controlled or subsequently acquired by such persons, and to deal with their Dual options and Dual warrants as contemplated by the terms of the Offer.

Further information in respect of, among other things, the recommendation of the Board of Directors of Dual, the fairness opinion delivered by Dual's financial advisor is contained in the Directors' Circular of Dual which has been mailed to Dual shareholders together with the Cyries Offer and filed on

Forward Looking Statements

Certain information included in this press release is forward-looking. Forward-looking statements regarding possible events, conditions or results are based on assumptions about future economic conditions and courses of action and include future orientated financial information with respect to prospective results of operations, financial position and cash flows of Cyries and Dual. Forward-looking statements may include, without limitation, statements relating to the future financial position, business strategy, budgets, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving Cyries and potential acquisitions, including the proposed acquisition of Dual. Many of these statements can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "anticipates", "estimates", "continues", or similar words.

Although Cyries believes the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Cyries' annual information form and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Cyries' and Dual's actual performance and financial results in future periods to differ materially from any conclusion, forecast, projection of future performance or results of operations expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and Cyries does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities in any jurisdiction. The securities of Cyries proposed to be distributed pursuant to the Offer have not been and will not be registered under the United States Securities Act of 1933, and they may not be offered or sold in the United States absent registration or an exemption from registration.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Cyries Energy Inc.
    Donald F. Archibald
    Chairman & C.E.O.
    (403) 262-9609
    (403) 262-0055 (FAX)