Rock Energy Inc.

Rock Energy Inc.

July 20, 2016 19:20 ET

Rock Energy Inc. Announces Shareholder and Court Approval of Plan of Arrangement

CALGARY, ALBERTA--(Marketwired - July 20, 2016) - Rock Energy Inc. ("Rock") (TSX:RE) is pleased to announce that at its annual and special meeting of shareholders (the "Meeting") held earlier today, holders ("Rock Shareholders") of common shares of Rock ("Rock Shares") approved the previously announced plan of arrangement (the "Arrangement") involving Raging River Exploration Inc. ("Raging River"), Rock and the Rock Shareholders.

A total of 19,524,905 Rock Shares (approximately 41% of the issued and outstanding Rock Shares) were represented at the Meeting in person or by proxy. The Arrangement was approved by 97.22% of the votes cast by Rock Shareholders, either in person or by proxy at the Meeting, and by 96.95% of the votes cast by Rock Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by an officer of Rock in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Rock is also pleased to announce that it has received the final approval of the Court of Queen's Bench of Alberta of the Arrangement and closing of the Arrangement is expected to occur on July 21, 2016.

At the Meeting, Rock Shareholders also approved, among other annual matters, the election of five nominees of Rock as directors of Rock, with Rock Shares represented at the Meeting voting by way of ballot in favour and withheld from voting for each of the individual nominees as follows:

Name Votes For Votes Withheld
Allen J. Bey 19,216,000 (98.42%) 308,905 (1.58%)
Stuart G. Clark 18,757,964 (96.07%) 766,941 (3.93%)
Robert A. Maitland 18,747,919 (96.02%) 776,986 (3.98%)
Frank G. Walsh 18,757,964 (96.07%) 766,941 (3.93%)
Richard J.S. Wigington 18,800,465 (96.29%) 724,440 (3,71%)

If the Arrangement is completed as planned, such individuals intend to resign as directors of Rock at closing of the Arrangement. If the Arrangement is not completed, such individuals will hold office until the next annual meeting of Rock Shareholders or until their successors are duly elected or appointed.

FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements. More particularly, this press release contains statements concerning the expected closing date of the Arrangement. The forward-looking statements contained herein are based on certain key expectations and assumptions made by Rock, including but not limited to expectations and assumptions concerning the ability to complete the Arrangement on the terms and on the timing contemplated by management, and the assumption that all necessary conditions will be met for the completion of the Arrangement. Although Rock believes 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 they can give no 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 of Rock and Raging River to obtain necessary approvals, or to otherwise satisfy the conditions to completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of each of Rock and Raging River to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. The forward-looking statements contained in this press release are made as of the date hereof and Rock does not undertake 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.

Contact Information

  • Rock Energy Inc.
    Mr. Allen J. Bey
    President and Chief Executive Officer

    Rock Energy Inc.
    Mr. Todd Hirtle
    Vice President, Finance and Chief Financial Officer