Raven Energy Ltd.
TSX VENTURE : RVL

Raven Energy Ltd.

April 10, 2006 08:30 ET

Raven Energy Ltd. Announces Arrangement Agreement with TriStar Oil & Gas Ltd.

CALGARY, ALBERTA--(CCNMatthews - April 10, 2006) -

NOT FOR DISTRIBUTIION TO U.S. NEWSWIRE SERVICES OR FOR THE DISSEMINATION IN THE UNITED STATES

Raven Energy Ltd. ("Raven" or the "Company") (TSX VENTURE:RVL) is pleased to announce it has entered into an arrangement agreement (the "Arrangement Agreement") with TriStar Oil & Gas Ltd. ("TriStar") whereby TriStar will acquire all of the issued and outstanding common shares of Raven ("Raven Shares") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").

The consideration payable by TriStar for each Raven share will be, at the election of the holder, $2.25 in cash, or 0.32 common shares of TriStar, or a combination thereof, subject to a maximum cash payment of $22.5 million. In the event that the holders of Raven Shares elect to receive more than $22.5 million in cash, the amount of cash to be received by a holder electing to receive cash with respect to a Raven Share will be reduced pro rata and the balance of the purchase price for that Raven Share will be paid in TriStar shares. The offer represents approximately a 25% premium over Raven's closing share price of $1.82 on the TSX Venture Exchange on April 7, 2006.

The Arrangement has the unanimous support of Raven's board of directors and includes lock-up agreements from all of the Company's officers and directors holding approximately 39% of the outstanding shares (on a fully diluted basis) of Raven. The completion of the Arrangement is subject to various conditions, including receipt of all applicable regulatory, shareholder and Court approvals. A special meeting of shareholders of Raven will be called on or about June 6, 2006 to consider the Arrangement. An information circular detailing the Arrangement is anticipated to be mailed to Raven shareholders in early May FirstEnergy Capital Corp. acted as financial advisor to Raven in regards to the Arrangement and has advised the board of directors of Raven that they are of the opinion that the consideration offered pursuant to the Arrangement is fair, from a financial point of view, to the shareholders of Raven.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Raven Energy Ltd.
    Laurie Smith
    President and Chief Executive Officer
    (403) 264-9058
    (403) 264-9558 (FAX)