Primera Energy Resources Ltd.

TSX VENTURE : PTT


Primera Energy Resources Ltd.

November 16, 2012 11:37 ET

PERL Announces Approval by PERL Securityholders and the Receipt of Final Court Approval Respecting the Plan of Arrangement With Touchstone Exploration Inc.

CALGARY, ALBERTA--(Marketwire - Nov. 15, 2012) - Primera Energy Resources Ltd. (TSX VENTURE:PTT) ("PERL") is pleased to announce that the shareholders and optionholders of PERL (the "Securityholders") have today voted to approve the previously announced plan of arrangement (the "Arrangement") with Touchstone Exploration Inc. ("Touchstone") which provides that Touchstone will acquire all of the common shares of PERL not otherwise owned, directly or indirectly, by Touchstone. The Arrangement was approved by 92.58% of the PERL shares and PERL options voted, as a single class, at the meeting as well as 79.32% of the votes cast by Securityholders after excluding PERL shares and PERL options as required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

PERL also today received the final approval of the Court of Queen's Bench of Alberta respecting the Arrangement.

Pursuant to the arrangement agreement between PERL and Touchstone dated September 16, 2012, the Arrangement will become effective after all of the conditions to close specified therein are either satisfied or waived. PERL and Touchstone are currently working towards bringing about the satisfaction of all of the remaining closing conditions.

Forward Looking Information

Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, statements relating to the Arrangement and the timing of the completion of the Arrangement. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although PERL believes that the expectations reflected in such forward-looking information is reasonable, undue reliance should not be placed on forward-looking information because PERL cannot give assurances that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things: the ability of PERL to complete the Arrangement described in this press release and the timely receipt of any required regulatory approvals (including from the Petroleum Company of Trinidad and Tobago). Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

The forward-looking information contained in this press release is made as of the date hereof and PERL does not undertake any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services 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

  • Primera Energy Resources Ltd.
    Geoffrey Leid
    Chief Executive Officer
    (868) 628-1128
    gleid@leidco.com