Ranger Energy Ltd.

Ranger Energy Ltd.

August 11, 2011 14:32 ET

Ranger Energy Ltd. Updates Its Proposed Business Combination With North Sea Energy Inc.

CALGARY, ALBERTA--(Marketwire - Aug. 11, 2011) - RANGER ENERGY LTD. ("Ranger" or the "Corporation") (TSX VENTURE:RGG) is pleased to announce that, further to the letter of intent entered into between Ranger and North Sea Energy Inc. ("NSE") announced on July 18, 2011, Ranger has entered into a business combination agreement dated August 10, 2011 (the "Business Combination Agreement") with NSE and 2294409 Ontario Ltd. ("SubCo"), a recently incorporated wholly-owned subsidiary of Ranger. Pursuant to the Business Combination Agreement, Ranger, NSE and SubCo have agreed to complete a business combination by way of a three-cornered amalgamation (the "Transaction") such that NSE will amalgamate with SubCo and thereby become a wholly-owned subsidiary of Ranger and the resulting issuer will carry on NSE's business under NSE's current management. Pursuant to the policies of the TSX Venture Exchange (the "TSX-V"), the Transaction is a reverse takeover of Ranger by NSE.

The completion of the Transaction is subject to a number of conditions, including but not limited to the approval by the Ranger and NSE shareholders, receipt of all regulatory approvals, including the approval of the TSX-V. The Business Combination Agreement sets out the definitive terms of the Transaction and the amalgamation of NSE and SubCo and will be filed by Ranger on SEDAR.

Please refer to Ranger's press release dated July 18, 2011 for further information regarding the terms and conditions of the Transaction and the resulting issuer business and management team.

The Board of Directors of Ranger have unanimously approved the proposed Transaction and has concluded that the Transaction is in the best interests of Ranger and the Ranger shareholders and will recommend that its shareholders vote in favour of the Transaction. Directors and officers of Ranger have agreed to vote their common shares in favour of the Transaction, subject to certain exceptions, and have entered into support agreements with NSE.


Ranger has made an application to the TSX-V for an exemption from Sponsorship, but there is no assurance that such an exemption will be granted.

Resumption of Trading

Trading in Ranger Shares on the TSX-V is halted and will remain so until the documentation required by the TSX-V has been reviewed and accepted by the TSX-V.

Reader Advisory

This press release should not be considered a comprehensive summary of the Transaction. Additional information required by the TSX-V will be disseminated at a future date following a satisfactory review by the TSX-V.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Ranger should be considered highly speculative.

Trading of the Ranger Shares will remain halted pending receipt and review by the TSX-V of acceptable documentation regarding the combined entity following completion of the Transaction. The proposed Transaction has not been approved by the TSX-V and remains subject to TSX-V approval.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the Transaction and the satisfaction of the conditions precedent to the Transaction (including receipt of TSX-V approval). Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States, UK and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; failure to obtain TSX-V approval; failure to satisfy the conditions precedent set out in the Business Combination Agreement; the receipt by Ranger or NSE of an unsolicited superior proposal prior to the completion of the Transaction; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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