Elliott Associates, L.P.

March 24, 2011 19:20 ET

Elliott Associates, L.P. and the Liverpool Limited Partnership Acquire Subscription Receipts of Hyperion Exploration Corp. for Investment Purposes

NEW YORK, NEW YORK--(Marketwire - March 24, 2011) - Elliott Associates, L.P. ("Elliott Associates"), The Liverpool Limited Partnership ("Liverpool") and Elliott International, L.P. ("Elliott International" and, collectively with Elliott Associates and Liverpool, the "Offeror") announced today that Liverpool and Elliott International acquired 6,667,000 subscription receipts ("Subscription Receipts") of Hyperion Exploration Corp. ("Hyperion") at a price of $1.50 per Subscription Receipt pursuant to Hyperion's private placement (the "Private Placement") of 22,000,000 Subscription Receipts and 1,111,150 common shares of Hyperion ("Common Shares") issued on a "flow‐through" basis ("FlowThrough Shares") at a price of $1.80 per Flow‐Through Share.

The net proceeds of the Subscription Receipt portion of the Private Placement will be used to fund the purchase price payable by Hyperion for certain assets in the Garrington area of west central Alberta (the "Acquisition"). The gross proceeds of the Subscription Receipt financing are being held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or before March 28, 2011, the proceeds will be released to Hyperion. If the Acquisition is not completed on or before March 28, 2011 or the definitive agreement in respect of the Acquisition is terminated at an earlier time or Hyperion announces publicly that it does not intend to proceed with the Acquisition, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

On the deemed exercise of the Subscription Receipts, each Subscription Receipt will entitle the holder thereof to receive one Common Share. The Subscription Receipts will be deemed to be exercised on the earlier of: (a) July 19, 2011; and (b) that day on which a receipt is issued by the securities regulatory authorities in British Columbia, Alberta, Manitoba and Ontario for a final short form prospectus qualifying the Common Shares to be issued upon the exercise of the Subscription Receipts. Hyperion shall use reasonable commercial efforts from the date of closing of the private placement to obtain such receipt for the exercise of the Subscription Receipts within 30 days of closing of the Acquisition (the "Qualification Deadline"). If a receipt is not obtained on or before the Qualification Deadline, Hyperion shall issue to each holder of Subscription Receipts, for no additional consideration and without any further action on the part of the holder, an additional 0.1 of a Common Share for each Common Share to be issued to such holder upon the deemed exercise of the Subscription Receipts. Until the receipt is issued for such prospectus, the Subscription Receipts, as well as the Common Shares issuable upon the exercise thereof, will be subject to a four month hold period under applicable Canadian securities laws until July 19, 2011.

As a result of the closing of the Private Placement, the Offeror now holds 6,667,000 Subscription Receipts that, if exercised, would result in the Offeror holding 6,667,000 Common Shares, representing approximately 11.9% of the total outstanding Common Shares (after giving effect to the exercise of all of the outstanding Subscription Receipts and based on 32,190,359 Common Shares issued and outstanding upon completion of the Private Placement). During the period from October 28, 2011 to March 24, 2011, the Offeror acquired an aggregate of 5,796,500 Common Shares and sold an aggregate of 950,000 Common Shares through the facilities of the TSX Venture Exchange. The Offeror now holds 6,667,000 Subscription Receipts that, if exercised, would result in the Offeror holding 6,667,000 Common Shares, 1,675,000 warrants to purchase Common Shares, that, if exercised, would result in the Offeror holding 1,675,000 Common Shares, and 4,846,100 Common Shares, which would together represent approximately 23.6% of the total outstanding Common Shares (after giving effect to the exercise of all of the outstanding Subscription Receipts).

The acquisitions by Elliott International and Liverpool were made in the ordinary course of their investment activities. The Offeror has no current plan or proposal which relates to, or would result in, acquiring additional ownership or control over the securities of Hyperion. The Offeror may or may not purchase or sell securities of Hyperion in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's investment decision.

For more information or to obtain a copy of the early warning report filed in respect of this press release, please see contact information below.

Contact Information

  • Elliott Management Corporation
    Elliot Greenberg
    712 Fifth Avenue, 35th Floor
    New York, New York, USA 10019
    (212) 974-6000