Hyperion Exploration Corp.
TSX VENTURE : HYX

Hyperion Exploration Corp.

November 20, 2014 07:30 ET

Hyperion Exploration Corp. to Be Acquired by Tri-Win International Investment Group Inc.

CALGARY, ALBERTA--(Marketwired - Nov. 20, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES.
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Hyperion Exploration Corp. ("Hyperion" or the "Company") (TSX VENTURE:HYX) is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with Tri-Win International Investment Group Inc. ("Tri-Win") pursuant to which Tri-Win has agreed to purchase all of the issued and outstanding common shares of the Company (the "Common Shares") at a cash price of $0.14 per Common Share for aggregate consideration of approximately $31.9 million, which includes the assumption of debt of Hyperion (the "Transaction").

The Transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The consideration offered for the Common Shares pursuant to the Arrangement represents a 100% premium over the weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") over the last 20 trading days.

THE ARRANGEMENT AGREEMENT

The Arrangement is subject to customary conditions for a transaction of this nature, which include court approvals, the approval of 66 2/3% of shareholders of Hyperion ("Hyperion Shareholders") represented in person or by proxy at a special meeting of Hyperion Shareholders to be called to consider the Arrangement and, if required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, "majority of the minority" approval after excluding the votes cast in respect of Common Shares held by certain directors and officers of the Company.

An information circular regarding the Arrangement is expected to be mailed to Hyperion Shareholders in December 2014 for a special meeting of the Hyperion Shareholders to take place on or about January 6, 2015 (the "Hyperion Meeting"). Closing of the Arrangement is expected to occur on or about January 9, 2015.

National Bank Financial Inc. is acting as financial advisor to Hyperion in connection with the Arrangement and has provided the board of directors of Hyperion with its verbal opinion that, as of the date thereof, subject to the review of final documentation related to such opinion and the Arrangement, and certain assumptions, limitations and qualifications contained therein, the consideration to be received by the Hyperion Shareholders is fair, from a financial point of view, to the Hyperion Shareholders.

The board of directors of Hyperion has unanimously approved the Arrangement Agreement and, based on a number of factors, including the fairness opinion provided by National Bank Financial Inc., determined that the Arrangement is in the best interests of Hyperion, and unanimously resolved to recommend that Hyperion Shareholders vote in favour of the Arrangement. Management and directors of Hyperion holding approximately 6.0% of the issued and outstanding Common Shares have entered into support agreements to vote their Common Shares in favour of the Arrangement at the Hyperion Meeting.

Under the terms of the Arrangement Agreement, Hyperion has agreed that it will not solicit or initiate any inquiries or discussions regarding any other business combination or sale of assets. Hyperion has granted Tri-Win the right to match any superior proposals. The Arrangement Agreement also provides for a reciprocal non-completion fee of $1.4 million payable under certain circumstances. For more information on the Arrangement and the Arrangement Agreement, please refer to the full Arrangement Agreement, a copy of which will be filed by Hyperion on SEDAR and will be available for viewing under its profile on www.sedar.com.

Tri-Win is a private company, incorporated in Ontario, Canada. Raymond James Ltd. is acting as exclusive financial advisor to Tri-Win with respect to the Transaction.

About Hyperion

Hyperion is a publicly traded, junior light oil and gas company with core operations in the Niton/McLeod, Garrington, North Pembina, and Buck Lake areas. The common shares of the Company trade on the TSX Venture Exchange under the trading symbol "HYX".

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the anticipated benefits of the Arrangement to Hyperion and the Hyperion Shareholders, the timing and anticipated receipt of required regulatory, court, and shareholder approvals for the Arrangement; the ability of Hyperion and Tri-Win to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the mailing of the information circular regarding the Arrangement and the closing of the Arrangement.

In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Hyperion has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail the Hyperion Meeting materials, including the required information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary shareholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.

Risks and uncertainties inherent in the nature of the Arrangement include the failure of Hyperion or Tri-Win to obtain necessary securityholder, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Hyperion or Tri-Win to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, the failure of Hyperion to comply with certain terms of the Arrangement Agreement may result in Hyperion being required to pay a non-completion fee to Tri-Win, the result of which could have a material adverse effect on Hyperion's financial position and results of operations and its ability to fund growth prospects and current operations.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Hyperion are included in reports on file with applicable securities regulatory authorities, including but not limited to; Hyperion's Annual Information Form for the year ended December 31, 2013 which may be accessed on Hyperion's SEDAR profile at www.sedar.com

The forward-looking statements and information contained in this press release are made as of the date hereof and Hyperion undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the Arrangement described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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