Daylight Energy Trust
TSX : DAY.UN

Daylight Energy Trust
TEMPEST ENERGY CORP.
TSX : TMY.A
TSX : TMY.B

TEMPEST ENERGY CORP.

November 01, 2005 08:00 ET

Daylight Energy Trust and Tempest Energy Corp. Announce Mailing of Information Circular and Proxy Statement with Respect to Plan of Arrangement

CALGARY, ALBERTA--(CCNMatthews - Nov. 1, 2005) -

- DAYLIGHT TO ACQUIRE TEMPEST

- OPEN RANGE CREATED FOR BENEFIT OF DAYLIGHT AND TEMPEST SECURITYHOLDERS

Daylight Energy Trust ("Daylight" or the "Trust") (TSX:DAY.UN) and Tempest Energy Corp. ("Tempest") (TSX:TMY.A) (TSX:TMY.B) are pleased to announce that their joint information circular ("Information Circular") and proxy statement with respect to the plan of arrangement (the "Arrangement") was mailed on October 31, 2005. The holders ("Tempest Shareholders") of Tempest Class A Shares (including Class A Shares issued upon conversion of currently issued and outstanding Class B Shares) ("Tempest Shares") are invited to attend the related meeting (the "Tempest Meeting") to consider the proposed Arrangement. The Tempest Meeting will be held at the Conference Room, Sun Life Plaza, 140 - 4th Avenue S.W., Calgary, Alberta, on November 28, 2005 at 9:00 a.m. (Calgary time). The holders of Daylight Trust Units, Convertible Debentures and Exchangeable Shares (collectively referred to as "Trust Securityholders") are invited to attend the related meeting ("Trust Meeting") to consider the proposed Arrangement. The Trust Meeting will be held at the same location on November 28, 2005 at 9:30 a.m. (Calgary time).

Plan of Arrangement

Pursuant to an amended and restated Arrangement Agreement dated October 26, 2005 (the "Arrangement Agreement") and the proposed Arrangement:

- Daylight will acquire all of the outstanding Tempest Shares in exchange for units of the Trust ("Trust Units") (after giving effect to the disposition of certain of Tempest's oil and gas properties in the Red Earth area to Midnight Oil Exploration Ltd. ("Midnight"));

- Daylight and Tempest will contribute certain properties to form a new junior exploration company, Open Range Energy Corp, ("Open Range") as follows:

-- The Trust will transfer approximately 400 Boe/d of primarily natural gas production and approximately 19,400 net acres of undeveloped land focussed in the West 5 area in return for approximately 65% of the initial equity to be distributed to the Trust Securityholders;

-- Tempest will transfer the Ansell/Sundance exploration property in return for approximately 35% of the initial equity to be distributed to Tempest Shareholders; and

-- The Trust will grant Open Range seismic review options in several of the Trust's non-core areas, primarily in the West Central area of Alberta.

Under the proposed Arrangement:

- Tempest Shareholders will receive, for each Tempest Share held on the effective date (the "Effective Date") of the Arrangement:

-- 0.4255 of a Trust Unit and if the Arrangement is completed on November 30, 2005 as currently scheduled will receive the Distribution paid to Trust Unitholders of record on that date of $0.14 per unit payable on December 15, 2005;

-- 0.1344 of a common share of Open Range (an "Open Range Common Share"); and

-- 0.02688 of a share purchase warrant to acquire a common share of Open Range (an "Open Range Arrangement Warrant"). Each whole Open Range Arrangement Warrant will entitle the holder to acquire one Open Range Common Share at a price of $3.10 per share (being the same price as the shares being issued under an initial private placement to Open Range management), for a period of 30 days following the Effective Date.

- Daylight Unitholders will receive for each Trust Unit held on the Effective Date:

-- 0.10 of an Open Range Common Share; and

-- 0.02 of an Open Range Arrangement Warrant.

- Daylight Convertible Debentureholders will receive for each Trust Convertible Debenture held on the Effective Date:

-- 0.10 of an Open Range Common Share for each Trust Unit that would be issuable if the Trust Convertible Debentures held by such holder were converted into Trust Units in accordance with their terms immediately prior to the effective time of the Arrangement; and

-- 0.02 of an Open Range Arrangement Warrant for each Trust Unit that would be issuable if the Trust Convertible Debentures held by such holder were converted into Trust Units in accordance with their terms immediately prior to the effective time of the Arrangement.

- Daylight Exchangeable Shareholders will receive for each Daylight Exchangeable Share held on the Effective Date:

-- 0.10 of an Open Range Common Share for each Trust Unit that would be issuable if the Daylight Exchangeable Shares held by such holder were converted into Trust Units in accordance with their terms immediately prior to the effective time of the Arrangement; and

-- 0.02 of an Open Range Arrangement Warrant for each Trust Unit that would be issuable if the Daylight Exchangeable Shares held by such holder were converted into Trust Units in accordance with their terms immediately prior to the effective time of the Arrangement.

The outstanding Class B Shares of Tempest will be called for conversion prior to the Tempest Meeting and will be converted into Class A Shares of Tempest in accordance with their terms prior to the Tempest Meeting. Pursuant to the Interim Order of the Court of Queen's Bench of Alberta, a vote by a holder of Class B Shares in respect of the Arrangement will be deemed to be a vote on the Arrangement at the Tempest Meeting in respect of that number of Class A Shares into which the Class B Shares have been converted as at the effective date of their conversion.

The resolution approving the Arrangement and the other matters to be considered by the Tempest Shareholders must be approved by 66-2/3% of the votes cast by Tempest Shareholders, in person or by proxy at the Tempest Meeting, and a majority of the votes cast by Tempest Shareholders excluding the votes attached to Tempest Shares held by directors and officers of Tempest participating in the Open Range private placement and such other persons whose votes may not be included in determining minority approval of a business combination pursuant to Ontario Securities Commission Rule 61-501 or of a going private transaction pursuant to Quebec Regulation Q-27.

The resolution approving the Arrangement and other matters to be considered by the Trust Securityholders at the Trust Meeting must be approved by sixty-six and two thirds percent (66-2/3%) of the votes cast by Trust Securityholders, either in person or by proxy, voting together as a class, at the Trust Meeting and by two thirds (2/3) of the votes cast by Trust Securityholders (excluding the votes cast by the Trust Convertible Debentureholders at the Trust Meeting).

The Arrangement is also subject to the approval of the Court of Queen's Bench of Alberta and all necessary regulatory approvals of a going private transaction pursuant to Quebec Regulation Q-27.

Open Range Energy Corp. - A New High Growth Junior Exploration Company

Open Range will be managed by Scott Dawson, President and Chief Executive Officer, Gerald Costigan, Executive Vice-President, Douglas Penner, Vice-President, Finance and Chief Financial Officer, James Bland, Vice-President, Exploration, Jamie Beninger, Vice-President, Land, John Mueller, Vice-President, Engineering and Operations and David Griffiths, Vice-President, Geophysics. The Open Range board of directors will be comprised of Harley Winger (Chairman), Scott Dawson, Dean Jensen, Ken Faircloth and Ken Woolner. The Open Range management team is principally the current management team of Tempest.

At closing of the Arrangement Open Range will have distributed approximately 5.5 million Open Range Common Shares and 1.1 million Open Range Arrangement Warrants to Daylight Securityholders as well as approximately 2.9 million Open Range Common Shares and 0.6 million Open Range Arrangement Warrants to Tempest Shareholders. Open Range will be well-positioned to aggressively pursue and expand its asset base and its high potential exploration opportunities. A capital expenditure program of approximately $5 million, which is currently underway, is planned for the Open Range properties during the fourth quarter of 2005. Initial equity financing for Open Range of $6.2 million will be provided by a private placement to Open Range's directors, officers, employees and service providers through the issuance of 2.0 million Open Range Common Shares. An additional $5.2 million may be raised, at the same price as the private placement, through the exercise of the Open Range Arrangement Warrants which are being issued to Trust Securityholders and Tempest Shareholders pursuant to the Arrangement. This will provide Open Range with initial working capital, after giving effect to the reimbursement of certain costs associated with the acquisition of the Ansell/Sundance assets from Tempest, of approximately $6 million. Open Range also expects to have a bank credit facility in place prior to the Effective Date.

Open Range will be a gas focused, growth oriented, high potential junior exploration company with the following highlights:

- Current production of 400 boe per day (95% natural gas);

- Focused in concentrated areas located in West 5;

- High working interest operated production;

- Over 1 million boe of proved plus probable reserves;

- Over 47,000 gross (20,800 net) undeveloped acres;

- An additional 88,000 gross (72,000 net) undeveloped acres under seismic review options;

- Anticipated production adds at Ansell/Sundance of approximately 300 boe per day by year end;

- Additional drill ready high impact prospects;

- Management will be led by Mr. Scott Dawson and principally the existing Tempest management team.

Daylight and Tempest would like to express their gratitude for the support that Securityholders have demonstrated in respect of the decision to have Daylight acquire Tempest and create Open Range, an exciting new exploration company managed by a proven management team, for the benefit of both Trust Securityholders and Tempest Shareholders. We look forward to seeing you at the Meetings or in the event you are unable to attend, receiving your support by proxy.

Disposition of Tempest's Exploratory Assets to Midnight

Immediately prior to the Arrangement becoming effective, Tempest will convey certain of its interests in the Red Earth area of Alberta to Midnight for $46 million (subject to closing adjustments). The assets to be conveyed to Midnight consist of approximately 1.1 million Boe of proved and 2.1 million Boe of proved plus probable oil and natural gas reserves and include existing production of approximately 600 Boe/d of high quality 40 degrees API crude oil. In addition, Midnight will acquire an undeveloped land base of 94,000 gross (67,700 net) undeveloped acres adjoining and surrounding existing production and 144 square kilometres of 3-D seismic. The transaction will have an effective date of October 1, 2005 and is expected to close on November 30, 2005.

Other Information

The joint information circular and proxy statement contains a detailed description of the Arrangement, as well as detailed information regarding each of Tempest, the Trust and Open Range and will be available at www.sedar.com.

Daylight has filed amended consolidated financial statements of the Trust as at December 31, 2004 and for the period from October 21, 2004 to December 31, 2004, which are incorporated by reference in the Information Circular (the "2004 Amended Financial Statements"). The 2004 Amended Financial Statements give retroactive effect to the change in accounting policy surrounding the classification of exchangeable shares which primarily reclassifies the Daylight Exchangeable Shares from equity to a non-controlling interest on the balance sheet of Daylight. A detailed description of the effect of this change in accounting policy on Daylight's financial statements was previously reported on by Daylight in Notes 2 and 10 to the unaudited financial statements of Daylight for the three and six months ended June 30, 2005.

FORWARD-LOOKING STATEMENTS Certain information set forth in this document, including management's assessment of Daylight's, Tempest's and Open Range's future plans and operations, contain forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties' control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Daylight's, Tempest's and Open Range's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Daylight, Tempest or Open Range will derive therefrom. Daylight and Tempest each disclaim any intention or obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise.

Note: Boe means barrel of oil equivalent on the basis of 1 boe to 6,000 cubic feet of natural gas. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural gas is based on an energy equivalency conversion primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws. This news release is not for distribution in the United States.

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

Contact Information

  • Daylight Energy
    Fred Woods
    Executive Chairman
    (403) 303-8505 or Toll free (877) 266-6901
    (403) 266-6988 (FAX)
    Email: fwoods@daylightenergy.ca
    or
    Tempest Energy Corp.
    Scott Dawson
    President and CEO
    (403) 205-3704
    (403) 262-3924 (FAX)
    Email: sdawson@tempestenergy.com
    or
    Daylight Energy
    Steve Nielsen
    CFO
    (403) 213-5312 or Toll free (877) 266-6901
    (403) 266-6988 (FAX)
    Email: snielsen@daylightenergy.ca
    or
    Daylight Energy
    Scott Daniel
    Manager Investor Relations and Treasury
    (403) 218-6885 or Toll free (877) 266-6901
    (403) 266-6988 (FAX)
    Email: sdaniel@daylightenergy.ca