Donnybrook Energy Inc.

Donnybrook Energy Inc.
Donnycreek Energy Inc.

November 04, 2011 18:02 ET

Donnybrook Energy Inc. and Donnycreek Energy Inc. Announce Closing of Arrangement

CALGARY, ALBERTA--(Marketwire - Nov. 4, 2011) - Donnybrook Energy Inc. ("Donnybrook" or the "Company") (TSX VENTURE:DEI)(FRANKFURT:C1J) and Donnycreek Energy Inc. ("Newco") report the closing of their previously announced arrangement (the "Arrangement") under which Donnybrook has spun-out certain non-core oil and gas assets to Newco (the "Transferred Assets") by means of a plan of arrangement pursuant to the Business Corporations Act (Alberta) (the "Plan of Arrangement").

The Plan of Arrangement was approved by 99.92% of the votes cast by the shareholders of Donnybrook ("Donnybrook Shareholders") at a special meeting of Donnybrook Shareholders on November 4, 2011 (the "Special Meeting") and was also approved by the Court of Queen's Bench of Alberta. Under the terms of the Plan of Arrangement, Donnybrook transferred the Transferred Assets to Newco in return for common shares of Newco ("Newco Shares") and the issuance by Newco to Donnybrook of a promissory note in the principal amount of $2,188,342.90 (the "Promissory Note"). Pursuant to the Plan of Arrangement, Donnybrook Shareholders received 0.025 of a Newco Share for each common share of Donnybrook outstanding at the effective time of the Arrangement. For more information about the Arrangement please refer to Donnybrook's management information circular dated October 3, 2011.

The directors of Newco are the current directors of Donnybrook, namely: Malcolm Todd, Murray Scalf, Randy Kwasnicia, David Patterson, Ken Stephenson and Colin Watt. The officers of Newco are the current officers of the Company, namely: Malcolm Todd as the President and Chief Executive Officer of Newco, Robert Todd as the Chief Financial Officer of Newco and Murray Scalf as the Vice President of Business Development of Newco.

In connection with the Arrangement, Newco issued 6,486,477 Newco Shares pursuant to a private placement offering at a purchase price per share of $0.37 for aggregate gross proceeds of approximately $2.4 million (the "Private Placement"). Certain directors and officers of the Company were among the participants in the Private Placement. The Private Placement was approved at the Special Meeting by a majority of the disinterested shareholders. The proceeds of the Private Placement will be used to repay the Promissory Note and to provide Newco with additional working capital. Newco Shares issued pursuant to the Private Placement will be subject to a hold period until March 5, 2012.

The common shares of Donnybrook will continue to trade on the TSX Venture Exchange ("TSXV") under the symbol "DEI". Newco anticipates that the Newco Shares will be listed on the TSXV under the symbol "DCK" on November 9, 2011. As of the date hereof, there are 10,782,372 Newco Shares issued and outstanding.

Further information relating to the Company is also available on its website at


Malcolm F.W. Todd, Chief Executive Officer


Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including statements with respect to the listing of the Newco Shares on the TSXV. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Donnybrook's control, including the tax consequences of the Arrangement, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Donnybrook believes that the expectations in our forward-looking statements are reasonable, our forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our management's discussion and analysis and other documents available at Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Donnybrook does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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