CALGARY, ALBERTA--(Marketwire - Dec. 4, 2012) -
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Renegade Petroleum Ltd. ("Renegade") (TSX VENTURE:RPL) and Canadian Phoenix Resources Corp. ("Canadian Phoenix") (TSX VENTURE:CXP) are pleased to jointly announce that additional voting support agreements (the "Additional Support Agreements") have been received from certain shareholders of Canadian Phoenix in connection with the previously announced plan of arrangement (the "Arrangement") involving Renegade, Canadian Phoenix, Canadian Phoenix Acquisition Corp. ("CPAC") and the securityholders of Canadian Phoenix and CPAC.
An aggregate of approximately 34.2 million common shares of Canadian Phoenix ("Canadian Phoenix Shares") or approximately 60.0% of the outstanding Canadian Phoenix Shares are now subject to voting support agreements pursuant to which such shareholders have agreed to vote in favour of the Arrangement. This includes the shareholders that recently entered into the Additional Support Agreements, who collectively beneficially own or exercise control and direction over approximately 14.0 million common shares of Canadian Phoenix ("Canadian Phoenix Shares"). A meeting of shareholders of Canadian Phoenix to consider the Arrangement is scheduled for 9:00 a.m. (Calgary time) on December 13, 2012 (the "Canadian Phoenix Meeting").
As previously announced, Renegade has entered into an asset purchase agreement with a Canadian senior producer to acquire certain strategic light oil assets within its existing southeast Saskatchewan core area for cash consideration of approximately $405 million (net of approximately $15 million in closing adjustments) (the "Asset Acquisition"). Each of the Asset Acquisition and the Arrangement is expected to close shortly after the Canadian Phoenix Meeting with the closing of each of the Arrangement and the Asset Acquisition being subject to the satisfaction or waiver of a number of conditions, including the receipt of all required regulatory approvals, and in the case of the Arrangement, applicable shareholder and court approvals.
In addition, Renegade is pleased to announce that it has expanded its hedging program for 2013 and 2014. To date, Renegade has hedged oil production of 3,000 bbl/d for 2013 at an average WTI price of C$93.74/bbl and has hedged oil production of 2,000 bbl/d for 2014 at an average WTI price of C$91.32/bbl.
Renegade intends to continue to expand its hedging program up to 75% of 2013 production, net of royalties.
Renegade's common shares trade on the TSX Venture Exchange under the symbol "RPL". Renegade currently has approximately 89.7 million shares outstanding and upon closing of the Arrangement and the transactions in connection with the Arrangement, Renegade anticipates having approximately 202.5 million shares outstanding and 214.0 million fully-diluted shares.
The Canadian Phoenix Shares trade on the TSX Venture Exchange under the symbol "CXP". Canadian Phoenix currently has approximately 57.0 million shares outstanding and upon closing of the Arrangement, Canadian Phoenix anticipates having approximately 57.0 million shares outstanding.
This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements concerning the timing for the shareholder meeting of Canadian Phoenix, the timing for closing of the Arrangement and the Asset Acquisition and the future expansion of Renegade's hedging program.
The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Renegade and Canadian Phoenix, including: (i) in the case of the Arrangement and Asset Acquisition, that all conditions to closing in respect of the Arrangement and Asset Acquisition will be satisfied or waived and all required regulatory, shareholder and court approvals will be obtained in respect of the Arrangement and the Asset Acquisition, as applicable; and (ii) in the case of Renegade's hedging program, that hedges at attractive commodity prices will continue to be available to Renegade.
Although Renegade and Canadian Phoenix believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because neither Renegade nor Canadian Phoenix can give any assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory, shareholder and court approvals for the Arrangement and risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures).
The forward-looking statements contained in this document are made as of the date hereof and neither Renegade nor Canadian Phoenix undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Please refer to Renegade's Annual Information Form dated April 27, 2012 (the "Renegade AIF") for additional risk factors relating to Renegade and Canadian Phoenix's Annual Information Form dated April 25, 2012 for additional risk factors relating to Canadian Phoenix, both of which are available for viewing on www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the plan of arrangement and financing described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.
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.