Canadian Phoenix Resources Corp.
TSX VENTURE : CPH

Canadian Phoenix Resources Corp.

February 18, 2009 09:00 ET

Marble Point Signs Agreement to Operate Polar Star Canadian Oil and Gas, Inc. and Canadian Phoenix Appoints a New Director

CALGARY, ALBERTA--(Marketwire - Feb. 18, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CANADIAN PHOENIX RESOURCES CORP. ("Canadian Phoenix") (TSX VENTURE:CPH) is pleased to announce that Marble Point Energy Ltd. ("Marble Point"), in which Canadian Phoenix has a majority ownership, has entered into a management agreement (the "Management Agreement") with Polar Star Canadian Oil and Gas, Inc. ("Polar Star"), a corporation indirectly wholly-owned by the Teachers Insurance and Annuity Association of America ("TIAA") pursuant to which Marble Point has agreed to manage Polar Star and its business.

Barclays Capital Energy Inc. acted as capital advisor to Marble Point and Peters & Co. Limited acted as financial advisor to Polar Star.

As previously announced on February 10, 2009, TUSK Energy Corporation ("TUSK") entered into an arrangement agreement (the "Arrangement Agreement") with Polar Star. Under the terms of the Arrangement Agreement, Polar Star will acquire by way of a plan of arrangement pursuant to the Business Corporations Act (Alberta) (the "Arrangement") all of the issued and outstanding common shares of TUSK.

Once the Arrangement is completed in accordance with its terms, under the terms of the Management Agreement, Marble Point has agreed to manage and administer the business and affairs of Polar Star including the provision of management services in respect of the operation of TUSK and the development and operation of its assets subject to certain limitations. Marble Point has also entered into a governance agreement (the "Governance Agreement") with TIAA in relation to certain governance matters concerning Polar Star. The Governance Agreement contains other provisions customarily found in shareholder agreements.

Under the terms of the Management Agreement and the Governance Agreement, Marble Point will be paid a management fee and will earn equity in Polar Star. Polar Star will not, itself, have employees although several of the officers of Marble Point are anticipated to become officers of Polar Star. Marble Point intends on offering employment to various members of the current staff of TUSK.

The Arrangement is subject to a number of conditions, including but not limited to, the approval of: (a) at least 66 2/3% of the votes cast in person or by proxy at a special meeting of TUSK's shareholders, and (b) a majority of the votes cast by minority shareholders, as well as court and regulatory approvals (including the required approvals pursuant to the Investment Canada Act) and other customary conditions. Canadian Phoenix and Marble Point can provide no assurance that the Arrangement will be completed as proposed or at all.

TIAA is a New York-based life insurance company; CREF is a companion organization to TIAA and a SEC-registered Investment Company. Together, TIAA-CREF (www.tiaa-cref.org) is a national financial services organization with $363 billion combined assets under management (as of 12/31/08) and is the leading provider of retirement services in the academic, research, medical and cultural fields.

Marble Point Energy Ltd. is an Alberta-based company whose principal business activities include the evaluation, acquisition, exploration and development of oil and natural gas properties, and is owned 56% by Canadian Phoenix. Marble Point's shares are not currently listed for trading on any stock exchange.

APPOINTMENT OF NEW DIRECTOR

Canadian Phoenix is also pleased to announce the appointment to its Board of Directors of Mr. Michael Atkinson effective immediately.

Mr. Atkinson brings over fifteen years of expertise in the investment and venture capital industry to Canadian Phoenix, most recently as the Vice President of Quest Capital Corp., where he was responsible for bridge lending activities. Within a five year period at Quest he was instrumental in expanding Quest's market cap from $30M to over $450M. As a member of the Credit Committee at Quest, the committee funded over $1 billion in loans during his tenure. Both prior to the founding of Quest Capital and currently, Mr. Atkinson has worked as a private consultant focusing on structure finance products and mergers and acquisitions within the junior resource sector. Mr. Atkinson's understanding of the structuring of investments and project financing is a key asset in investment and mergers and acquisition efforts.

Additionally, Canadian Phoenix announces the resignation of Mr. Daniel Kenney from the Board of Directors. Canadian Phoenix gratefully acknowledges Mr. Kenney for his dedication and is pleased that Mr. Kenney has agreed to remain with Canadian Phoenix in the capacity of Corporate Secretary.

About Canadian Phoenix Resources Corp.

Canadian Phoenix is a publicly-traded junior oil and gas exploration, development and production company with operations in Western Canada. Canadian Phoenix is pursuing a corporate strategy of being a consolidator of oil and gas assets located in the Western Canadian Sedimentary Basin. Strategic corporate acquisitions promote partnerships for the future development of acquired or targeted oil and gas assets. Canadian Phoenix's shares trade on the TSX Venture Exchange under the symbol "CPH".

FORWARD-LOOKING STATEMENTS Certain information set forth in this document, including management's assessment of Marble Point's future benefits and the approval of the disclosed transactions, contain forward-looking statements. In particular, forward-looking statements included in this document, include but are not limited to, statements with respect to timing of completion of the Arrangement, the approvals required to complete the Arrangement, the structure of the relationship between Marble Point and Polar Star, the services to be provided by Marble Point to Polar Star and the potential employment of employees of TUSK with Marble Point. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Canadian Phoenix's control, including completion of the Arrangement, the impact of general economic conditions, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. In making such forward-looking statements Canadian Phoenix has made certain assumptions concerning closing of the Arrangement; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and service; the satisfaction of the conditions of closing of the Arrangement; and the receipt of applicable approvals. 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. Marble Point's actual results, performance or achievements 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 Marble Point will derive therefrom. Marble Point disclaims any intention or obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.

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

Contact Information

  • Canadian Phoenix Resources Corp.
    Thomas P. Stan
    President and Chief Executive Officer
    (403) 920-0040
    (403) 920-0043 (FAX)