PELORUS ENERGY CORP.
TSX VENTURE : PN

PELORUS ENERGY CORP.

July 14, 2005 09:30 ET

Shareholders Approve Pelorus Energy Corp. Amalgamation with Redstar Oil & Gas Inc.

CALGARY, ALBERTA--(CCNMatthews - July 14, 2005) -

(Not for dissemination in the United States)

Pelorus Energy Corp. (TSX VENTURE:PN) (the "Corporation" or "Pelorus") is pleased to announce shareholder approval of the amalgamation (the "Amalgamation") of the Corporation and RedStar Oil & Gas Inc. ("RedStar") a private oil and gas company. The Amalgamation, which is fully described in the joint proxy circular of Pelorus and RedStar dated June 13, 2005 (the "Joint Proxy Circular"), received approval from the shareholders of each of Pelorus and RedStar on July 13, 2005. The Joint Proxy Circular is available for viewing at www.sedar.com under Pelorus' profile.

The shareholders of Pelorus and RedStar also approved the continued use of the name "RedStar Oil & Gas Inc." for the amalgamated company ("Amalco") and a new board of directors. The board of directors and management of Amalco will be comprised of Chester Krala, President, Chief Executive Officer and a director, William M. Gallacher, Chairman, Nick Temple, Gary H. Dundas, J.G. (Jeff) Lawson, and Dave Butler, all of whom will be directors, and Lawrence Walter who will be, Vice President, Finance and Chief Financial Officer. The Amalco, RedStar Oil & Gas Inc., is expected to begin trading on the TSX Venture Exchange on a consolidated basis on or about August 2, 2005 under the symbol "RED".

Pursuant to the Amalgamation, each Pelorus shareholder, other than the dissenting shareholders, will receive, in exchange for twenty-five (25) Pelorus shares, one common share of Amalco. Each RedStar Shareholder, other than the dissenting shareholders, will receive in exchange for each twenty-five (25) RedStar shares held by such RedStar shareholder, 0.75 of a common share of Amalco, and 0.25 of a non-voting share of Amalco. Each outstanding convertible security of each of Pelorus and RedStar will be exchanged for a comparable convertible security of Amalco, having regard to the 25 to 1 ratio set forth above. After giving effect to the Amalgamation, approximately 18,429,426 common shares and 2,729,364 non-voting shares of Amalco will be outstanding.

Pelorus is a publicly traded oil and gas company engaged in the exploration for, and the development and production of, crude oil and natural gas in Western Canada.

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

Contact Information

  • Pelorus Energy Corp.
    Chester Krala
    President and Chief Executive Officer
    (403) 262-3130 ext. 200
    (403) 239-0621 (FAX)
    Email: ckrala@rstar.ca