Hyperion Exploration Corp.
TSX VENTURE : HYX

Hyperion Exploration Corp.

January 06, 2015 16:59 ET

Hyperion Shareholders Approve Arrangement With Tri-Win International Investment Group Inc.

CALGARY, ALBERTA--(Marketwired - Jan. 6, 2015) -

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") (TSX VENTURE:HYX) is pleased to announce that the holders ("Hyperion Shareholders") of common shares ("Common Shares") of Hyperion have approved the proposed acquisition of Hyperion by Tri-Win International Investment Group Inc. through a wholly-owned subsidiary, 1864492 Alberta Ltd., pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the Arrangement, holders of Common Shares will receive $0.14 in cash per Common Share held, for aggregate consideration of approximately $31.9 million, which includes the assumption of debt of Hyperion.

The Arrangement was approved by approximately 98% of the votes cast by Hyperion Shareholders present or represented by proxy at the special meeting held today. The Arrangement was also approved by a majority of the votes cast by Hyperion Shareholders present or represented by proxy after excluding the votes required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The completion of the Arrangement remains subject to approval by the Court of Queen's Bench of Alberta and the satisfaction of other usual and customary conditions. The parties anticipate that the Arrangement will be completed on January 9, 2015.

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 Hyperion trade on the TSX Venture Exchange under the trading symbol "HYX".

Forward-Looking and Cautionary Statements:

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 and court 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 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 ability of the parties to receive, in a timely manner, the necessary regulatory, court 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 inability to secure necessary 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 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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