November 26, 2007 08:01 ET

ExAlta Energy Inc. Enters Into Arrangement Agreement With Galleon Energy Inc.

CALGARY, ALBERTA--(Marketwire - Nov. 26, 2007) -


ExAlta Energy Inc. ("ExAlta") (TSX:EXA) is pleased to announce that it has entered into an agreement with Galleon Energy Inc. ("Galleon") whereby, subject to certain conditions, Galleon will, by plan of arrangement, acquire all of the issued and outstanding shares of ExAlta for total consideration of approximately $110 million including the assumption of approximately $47.9 million of net debt (including associated deal costs) (the "Transaction"). Under the terms of the Transaction, Galleon will issue in aggregate approximately 4.33 million Class A shares to shareholders of ExAlta based on an exchange ratio of 0.118 Galleon Class A shares for each ExAlta share.

The Transaction will provide ExAlta's shareholders enhanced liquidity and ownership in a larger, financially stronger company with excellent growth prospects and the ability to accelerate the exploitation of ExAlta's substantial prospect inventory. In addition, based on the closing share prices on the Toronto Stock Exchange on November 23, 2007, the Transaction represents a significant premium to ExAlta's share price.

The Boards of Directors of both Galleon and ExAlta have unanimously approved the Transaction. ExAlta's Board of Directors has concluded that the Transaction is in the best interests of its shareholders, and has resolved to recommend that ExAlta shareholders vote their shares in favour of the Transaction. Closing is expected to occur in February 2008, subject to regulatory approval, approval of ExAlta's shareholders, court approval and certain other conditions. An information circular outlining the Transaction will be mailed to ExAlta shareholders in connection with a meeting of shareholders to be held in early 2008.

Certain ExAlta shareholders, including the Board of Directors and all officers of ExAlta, representing approximately 9.3 percent of the shares outstanding, have entered into lock-up agreements to vote their shares in favour of the Transaction, subject to certain exceptions. ExAlta has agreed that it will not solicit or initiate discussions regarding any other business combination or sale of material assets. ExAlta has also granted Galleon a right to match competing unsolicited proposals. The agreement provides for a $3.5 million termination fee payable to Galleon or ExAlta under certain circumstances.

FirstEnergy Capital Corp. is acting as exclusive financial advisor to ExAlta with respect to the Transaction and has advised the Board of Directors of ExAlta that it is of the opinion, as of the date hereof and subject to review of the final documentation, that the consideration to be received by the ExAlta shareholders pursuant to the Transaction is fair, from a financial point of view, to the ExAlta shareholders.

Certain information set forth in this document, including management's assessment of ExAlta's future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond ExAlta'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. ExAlta's 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 that ExAlta will derive therefrom. ExAlta disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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