Eurogas Corporation

Eurogas Corporation

May 02, 2011 18:17 ET

Eurogas Proposes to Acquire Torque Energy Inc.

TORONTO, ONTARIO--(Marketwire - May 2, 2011) - Eurogas Corporation (TSX:EUG) ("Eurogas" or the "Corporation") announced today that Torque Energy Inc. (TSX VENTURE:TQE) ("Torque") has agreed to a proposal to be acquired (the "Transaction") by Eurogas pursuant to a letter of intent accepted by Torque on April 29, 2011.

Under the terms of the Transaction, Torque shareholders will have the option to elect to receive (i) share consideration of 0.5 of a common share of Eurogas (the "Share Consideration"), or (ii) cash consideration of $0.50 (the "Cash Consideration"), for each common share of Torque held. Dundee Corporation ("Dundee"), the controlling shareholder of Eurogas, will agree to acquire any Eurogas shares that would have been issued to Torque shareholders who elect to receive the Cash Consideration in lieu of the Share Consideration. Dundee currently owns approximately 18.4% of the outstanding common shares of Torque and intends to elect the Share Consideration for all Torque shares it holds. Dundee currently owns 54.2% of the outstanding common shares of Eurogas and, following the closing of the Transaction, assuming no Torque shareholders elect the Share Consideration, Dundee would hold 56.3% of the outstanding common shares of Eurogas.

The Share Consideration represents a 27.7% premium to Torque's closing share price of $0.325 on April 28, 2011 (based on Eurogas' closing price of $0.83 on that day) and a 43.8% premium to Torque's volume weighted share price of $0.291 for the 20 days ending on April 28, 2011 (based on Eurogas' 20 day volume weighted share price of $0.837 for the same period). The Cash Consideration represents a 53.8% premium to such closing share price for Torque and a 71.8% premium to the 20 day volume weighted share price for Torque.

It is intended that the acquisition will be carried out by way of an amalgamation. The Transaction is subject to, among other things, receipt of applicable securities, regulatory, stock exchange and minority shareholder approvals.

Part of the rationale for Dundee's support for the Transaction is that Dundee does not wish to hold a minority interest in Torque for the long term, given that both Eurogas and Torque operate in the same location in southern Ontario. If the required minority shareholder approval is not obtained, Dundee has indicated that its current intention is to dispose of its interest in Torque.

Cautionary Statement on Forward-Looking Information

Certain information set forth in these documents, including management's assessment of the Corporation's future plans and operations, contains forward-looking statements. Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions or include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates" or similar expressions. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's 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. The Corporation's actual results, performance or achievement 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 the Corporation will derive from them. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Eurogas Corporation

Eurogas Corporation is listed on the Toronto Stock Exchange under the symbol "EUG" and is engaged in oil and natural gas operations in Ontario and indirectly in the development of a major underground storage facility off the east coast of Spain. For more information on Eurogas, visit the website

Contact Information

  • Eurogas Corporation
    c/o Dundee Corporation
    28th Floor, Dundee Place
    1 Adelaide Street East
    Toronto, ON M5C 2V9

    Eurogas Corporation
    Jaffar Khan
    President & CEO
    (403) 264-4985
    (403) 262-8299 (FAX)