Regal Energy Ltd.
TSX VENTURE : REG

Regal Energy Ltd.

November 15, 2005 18:53 ET

Regal Energy Announces Recommencement of Trading

CALGARY, ALBERTA--(CCNMatthews - Nov. 15, 2005) -

Not for dissemination in the United States of America

Regal Energy Corp. (TSX VENTURE:RGN) ("Regal" or the "Company") announces that the Company will recommence trading on the TSX Venture Exchange at the open of market on Wednesday, November 16, 2005.

Regal also announces that the Company and Azeri Capital Inc. ("Azeri") are proceeding with the previously announced transaction to combine their businesses to form a new oil and natural gas exploration and development company (the "Arrangement"). Regal also announces that as part of the Arrangement Azeri is proceeding with its previously announced proposed private placements of up to $6.5 million of flow-through and common shares (the "Azeri Private Placement"). The Azeri Private Placement is scheduled to close on or about November 29, 2005. Regal and Azeri have also entered into a farm-in agreement, pursuant to which Azeri will farm-in to certain prospects of Regal on negotiated terms. Regal and Azeri are preparing a Joint Management Information Circular to be mailed to shareholders of both companies on November 30, 2005. Shareholders of Regal will be asked to consider the Arrangement at a special meeting to be held on December 29, 2005 and the closing of the Arrangement is expected to occur on or about December 31, 2005.

Completion of the Arrangement is subject to a number of conditions including receipt of all necessary regulatory approvals (including the consent of the TSX Venture Exchange), receipt of the approval of the Alberta Court of Queens Bench to the Arrangement, receipt of any necessary third party approvals, approval of the shareholders of each of Azeri and Regal, the listing of the shares of the newly formed company on the TSX Venture Exchange and the completion of the Azeri Private Placement.

Completion of the Arrangement is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval, if required. The Arrangement cannot close until the required shareholder approval, if required, is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.

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

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Azeri nor Regal will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Regal and Azeri.

Issued and Outstanding Common Shares: 29,749,841

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release.

Contact Information

  • Regal Energy Corp.
    Suite 1520, Life Plaza
    734 - 7th Avenue S.W.
    Calgary, AB T2P 3P8
    or
    Regal Energy Corp.
    Douglas O. McNichol
    President and Chief Executive Officer
    (403) 509-2581
    Email: dmcnichol@regalenergy.ca
    or
    Regal Energy Corp.
    Wayne R. Wilson
    Vice President Finance and Chief Financial Officer
    (403) 509-2584
    Email: wwilson@regalenergy.ca
    or
    Azeri Capital Inc.
    5418 - 11th Street N.E.
    Calgary, AB T2E 7E9
    or
    Azeri Capital Inc.
    Al J. Kroontje
    President and Chief Executive Officer
    (403) 215-4830 ext. 225