Fairborne Energy Ltd.
TSX : FEL

Fairborne Energy Ltd.
Fairquest Energy Limited
TSX : FQE

Fairquest Energy Limited
Fairborne Energy Trust
TSX : FEL.UN

Fairborne Energy Trust

June 01, 2005 18:26 ET

Fairborne Energy Trust, Fairborne Energy Ltd. and Fairquest Energy Limited Announce Completion of Reorganization

CALGARY, ALBERTA--(CCNMatthews - June 1, 2005) - Fairborne Energy Trust (the "Trust"), Fairborne Energy Ltd. (TSX:FEL) ("Fairborne") and Fairquest Energy Limited ("Fairquest") jointly announced today the successful completion of the reorganization of Fairborne into the Trust and Fairquest. The trust units of the Trust (trading symbol "FEL.UN"), the Exchangeable Shares (trading symbol "FXL") and the common shares of Fairquest (trading symbol "FQE") have been conditionally approved for listing on the Toronto Stock Exchange. It is expected that the Toronto Stock Exchange will issue a bulletin on June 2, 2005 with respect to the commencement of trading, anticipated to be June 6, 2005. Prior to commencement of trading, the common shares of Fairborne will continue to trade under the symbol "FEL".

As previously announced, the plan of arrangement and related transactions were approved by securityholders of Fairborne and Fairborne has also received approval of the Court of Queen's Bench of Alberta and all other necessary regulatory approvals. The plan of arrangement was completed today and is effective immediately.

As a result of the plan of arrangement, the Trust currently has approximately 45 million Trust Units and its wholly-owned subsidiary Fairborne has issued and outstanding 7.0 million Exchangeable Shares. Under the plan of arrangement, shareholders elected to receive a greater number of Exchangeable Shares than the 7.0 million share maximum as established by the board of directors of Fairborne. Consequently, such shareholders will receive, subject to rounding, a prorated number of Exchangeable Shares based on a factor of 0.863742 of an Exchangeable Share for each Exchangeable Share that was requested, with the balance to be distributed in Trust Units of the Trust. As a result of the plan of arrangement and the completion of the initial private placement by Fairquest, Fairquest currently has outstanding approximately 22.1 million common shares, 4,740,000 common share purchase warrants (each of which entitle the holder to acquire one common share of Fairquest at an exercise price of $3.17 per share until May 31, 2010) and 1.0 million Performance Shares. Management and directors of Fairborne and Fairquest own approximately 17% of the issued and outstanding Trust Units and Exchangeable Shares and approximately 29% of the outstanding common shares of Fairquest.

The board of directors of Fairborne is comprised of Richard A. Walls, Steven R. VanSickle, Michael E.J. Phelps, Robert B. Hodgins, Johannes J. Nieuwenburg and Rodney D. Wimer. The board of directors of Fairquest is comprised of Richard A. Walls, Robert A. Maitland, Gary F. Aitken, Brian A. Felesky, David M. Fitzpatrick and Donald J. Nelson.

Forward Looking Statements - Certain information regarding the Trust, Fairborne and Fairquest set forth in this document, including management's assessment of future plans, contains forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the Trust's, Fairborne's and Fairquest's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations and the timing of listing of the securities. 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 Trust, Fairborne and Fairquest disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Fairborne Energy Trust
    Steven R. VanSickle
    President and Chief Executive Officer
    (403) 290-7759
    (403) 290-7751 (FAX)
    Email: svansickle@fairborne-energy.com
    or
    Fairborne Energy Trust
    Aaron Grandberg
    Vice President, Finance and Chief Financial Officer
    (403) 290-3217
    (403) 290-7751 (FAX)
    Email: agrandberg@fairborne-energy.com
    or
    Fairquest Energy Limited
    Richard A. Walls
    President and Chief Executive Officer
    (403) 290-7754
    (403) 290-7751 (FAX)
    Email: rwalls@fairborne-energy.com
    or
    Fairquest Energy Limited
    Robert A. Maitland
    Vice President, Finance and Chief Financial Officer
    (403) 290-7755
    (403) 290-7751 (FAX)
    Email:rmaitland@fairborne-energy.com