New Star Energy Ltd.

New Star Energy Ltd.

June 26, 2015 16:50 ET

New Star Energy Ltd. Announces Shareholder Approval, Receipt of Final Court Order and Entering Into an Amending Agreement to Arrangement Agreement

CALGARY, ALBERTA--(Marketwired - June 26, 2015) -


New Star Energy Ltd. ("New Star" or the "Company") is pleased to announce that at the special meeting of shareholders of the Company held on June 25, 2015, shareholders representing approximately 88.60% of the issued and outstanding common shares of New Star ("Shares") have voted 100% in support of the arrangement resolution relating to the proposed plan of arrangement ("Arrangement") between the Company and a Chinese buyer (the "Buyer"), pursuant to which, among other things and subject to certain conditions, the Buyer will acquire all of the issued and outstanding Shares for cash consideration of C$1.25 per Share.

Additionally, New Star is pleased to announce that the Arrangement has received a final order from the Court of Queen's Bench in Calgary, Alberta, approving the Arrangement pursuant to Subsection 193(9) of the Business Corporations Act (Alberta).

Due to the Buyer's unforeseen regulatory delays relating to the funding of the cash consideration under the Arrangement, not all of the conditions precedent to the completion of the Arrangement have been satisfied as of today's date. As such, New Star and the Buyer have entered into an amending agreement to the arrangement agreement (the "Arrangement Agreement"), pursuant to which: (i) the Buyer's obligations with respect to the funding deadline for the cash consideration was extended; and (ii) the Buyer was required to pay to New Star, and has paid, an additional damages escrow amount under the terms of the Arrangement Agreement, bringing the total damages escrow amount to $17.38 million. New Star now advises that it expects that the effective date of the Arrangement will occur on or about July 20, 2015. It is not possible, however, to state with certainty when the effective date will occur, or at all.

Macquarie Capital Markets Canada Ltd. is acting as exclusive financial advisor to New Star with respect to the Arrangement. National Bank Financial has provided the Board of Directors of New Star with an opinion that, subject to the review of final documentation, the consideration to be received under the arrangement is fair, from a financial point of view, to New Star shareholders.


This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws, including, but not limited to the effective date of the Arrangement. The forward-looking information is based on certain key expectations and assumptions made by management, including expectations and assumptions concerning the satisfaction of the conditions to closing the Arrangement.

Although the Company believes that the expectations and assumptions on which such forward- looking information is based are reasonable, undue reliance should not be placed on the forward- looking information because New Star can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Arrangement may not be completed on the anticipated time frame or at all.

These forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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