Nations Energy Company Ltd.

Tartan Energy Inc.
TSX VENTURE : TEW

Tartan Energy Inc.

September 12, 2005 07:00 ET

Nations Energy's Subsidiary Acquires Eight Million Additional Shares Under Offer for Tartan Energy; Offer Extended Until September 23, 2005

CALGARY, ALBERTA--(CCNMatthews - Sept. 12, 2005) - Nations Energy Company Ltd. announces that its subsidiary, 1153298 Alberta Ltd. (the "Offeror"), has acquired an additional eight million common shares of Tartan Energy Inc. (TSX VENTURE:TEW) since August 26, 2005 under the Offeror's offer to acquire all of the common shares of Tartan not already owned by Nations and its affiliates. To date, an aggregate of approximately 78 million Tartan shares have been acquired under the offer. As a result, Nations and its affiliates now own approximately 98.1 million Tartan shares, representing approximately 85.5% of the 114,727,870 Tartan shares outstanding at the commencement of the offer and approximately 79.2% of the total number of Tartan shares that would be outstanding upon the exercise of all outstanding stock options. Nations understands that of the approximately 25.8 million remaining Tartan shares (assuming the exercise of all outstanding options) not owned by Nations and its affiliates, the President and Chief Executive Officer of Tartan owns approximately 14.1 million Tartan shares.

The Offeror has extended the offer to 4:30 p.m. (Calgary time) on Friday, September 23, 2005 for the purpose of maximizing the number of Tartan shares acquired pursuant to the offer and providing those shareholders who have not yet tendered to the offer the opportunity to do so.

To date, with the exception of agreeing to appoint Daniel A. Linnett, an officer of Nations, to the board of directors of Tartan, the existing directors of Tartan have refused a request by Nations to cooperate in changing the composition of the board of directors of Tartan. In response to Nations' requisition to the directors of Tartan to call a meeting of shareholders for the purpose of electing Daniel A. Linnett, Ford G. Nicholson and Gunther H. Rothaupt as the sole directors of Tartan, Tartan announced on August 31, 2005 that a special meeting of Tartan shareholders will be held on November 15, 2005. In light of the current ownership of Tartan shares by Nations and its affiliates, the result of the requisitioned shareholders meeting is a foregone conclusion.

The Offeror is not prepared to propose a second stage transaction until the board of directors of Tartan has been changed. Accordingly, until there has been a change in the composition of the board, the Offeror will consider further extending the offer to preserve its ability to benefit from the provisions of Ontario Securities Commission Rule 61-501 that facilitate a second stage transaction (in particular, the ability to include the shares tendered under the offer in any "majority of the minority" requirement), although there is no assurance that the offer will be further extended.

Nations is a privately owned Alberta oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves internationally. Nations' oil production exceeds 45,000 barrels per day.

Contact Information

  • Nations Energy Company Ltd.
    David G. Wilson, Executive Vice President of
    Nations Energy Company Ltd. and 1153298 Alberta Ltd.
    403-206-1420
    403-206-1520 (FAX)