GFI Oil & Gas Corporation

GFI Oil & Gas Corporation

March 10, 2008 13:14 ET

GFI Oil & Gas Corporation Announces Shareholder Approval of Salamander Transaction

CALGARY, ALBERTA--(Marketwire - March 10, 2008) - GFI Oil & Gas Corporation ("GFI") (TSX VENTURE:GFI) is pleased to announce that today 100% of the votes cast at the special meeting of shareholders of GFI were voted in favour of a special resolution approving the business combination of GFI and Salamander Energy plc (LSE: "SMDR") ("Salamander") announced on December 14, 2007. GFI also reports that the shareholders of Salamander have approved the business combination at an extraordinary general meeting of shareholders of Salamander held today in London.

The business combination will be effected by way of a plan of arrangement (the "Plan") under the Business Corporations Act (Alberta). Under the terms of the Plan, Salamander will indirectly acquire all of the issued and outstanding common shares of GFI. GFI shareholders will receive for each GFI share, at their option, either (i) US$0.3129 in cash and 0.1573 of an ordinary share of Salamander or (ii) 0.218 of an ordinary share of Salamander; subject to pro ration (as described in the Plan) to comply with the conditions that (a) the maximum aggregate amount of cash payable by Salamander pursuant to the arrangement is US$55 million and (b) Canadian residents do not hold more than 9.9% of the ordinary shares of Salamander after the arrangement.

The Plan remains subject to the approval of the Court of Queen's Bench of Alberta. Application to the Court of Queen's Bench of Alberta for the Final Order approving the Plan will be made later this week.

Closing of the transaction is anticipated to occur on or about March 17, 2008. It is expected that the GFI shares will be delisted from the TSX Venture Exchange following the closing.

About GFI

GFI is a public company listed on TSX Venture Exchange Inc. (symbol "GFI.V") with core interests in two offshore fields currently under development: a 60% interest in the 104,000 acre Bualuang oilfield offshore Thailand and a 35% non-operated interest in the 83,000 acre Kambuna natural gas and condensates project located offshore northern Sumatra, Indonesia. GFI also holds a 22.5% non-operated interest in the Seruway PSC, a license covering approximately 1,100,000 acres located offshore North Sumatra Indonesia.

About Salamander

Salamander is an independent upstream oil and gas exploration and production company focused on South East Asia. Since its formation, Salamander has built a balanced portfolio of production, development and exploration assets with interests principally located in Indonesia and Thailand. The Company listed on the main board of the London Stock Exchange in December 2006 under the symbol "SMDR", raising approximately Pounds Sterling 120 million of new funds. Salamander has a clear strategy of acquiring and developing high quality oil and gas producing assets that provide potential near-term value and cash flow growth, and of exploring in proven, but under-explored and overlooked frontier basins. Its current assets are located in South East Asian basins where Salamander believes it can further exploit its geological knowledge.

This news release may contain forward-looking information based on assumptions that are subject to a wide range of business risks, including consummation of the plan of arrangement being dependent on the satisfaction of various closing conditions and the approval of the Alberta Court of Queen's Bench. Forward-looking information typically contains statements with words such as "anticipate", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. We caution readers and prospective investors in GFI's's securities not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by GFI.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • GFI Oil & Gas Corporation
    Alex T. Warmath
    Chief Executive Officer
    (281) 877-7940