Strategic Oil & Gas Ltd
TSX VENTURE : SOG

Strategic Oil & Gas Ltd

September 13, 2011 13:09 ET

Strategic Oil & Gas Ltd. Announces Adoption of Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwire - Sept. 13, 2011) - Strategic Oil & Gas Ltd. ("Strategic" or the "Company") (TSX VENTURE:SOG) has adopted a shareholder rights plan to ensure the fair treatment of shareholders in connection with any takeover offer for Strategic, and to provide the board of directors and shareholders with additional time to fully consider any unsolicited takeover bid. The rights plan will also provide the board of directors more time to pursue, if appropriate, other alternatives to maximize shareholder value.

The rights plan is subject to approval of the TSX Venture Exchange and approval by Strategic's shareholders at the next annual general and special shareholders meeting. If ratified by the shareholders, the rights plan will have a term of three years. The plan is effective immediately.

Strategic has not adopted the rights plan in response to any specific proposal to acquire control of the Company. The rights plan is similar to plans adopted by other Canadian companies and approved by their shareholders.

The rights plan is not intended to prevent takeover bids. Under the rights plan, those bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be permitted bids. Permitted bids must be made by way of a takeover bid circular prepared in compliance with applicable securities laws and remain open for 60 days.

Under the rights plan, rights will be issued and attached to all common shares of Strategic issued and outstanding as of the close of business on September 26, 2011. Rights will be issued upon any future issuance of any common shares of the Company that occurs prior to the separation time (as defined in the rights plan).

In the event a takeover bid does not meet the permitted bid requirements of the rights plan and the conversion of the rights is triggered pursuant to the provisions of the rights plan, the rights will entitle shareholders, other than any shareholder or shareholders making the takeover bid, to purchase additional common shares in Strategic at a substantial discount to the market value at the time.

About Strategic

Strategic is a well capitalized junior oil and gas company with an unutilized line of credit committed to growth by exploiting its light oil assets in Maxhamish, northeast BC and Steen River in northwest Alberta. Strategic's highly regarded subsurface technical team is primarily focused on implementing development plans for its light oil properties, while continuing to review other high impact light oil resource plays. Strategic's common shares trade on the TSX Venture Exchange under the symbol SOG.

Further information with respect to the Company can be found on its website at www.sogoil.com.

FORWARD LOOKING INFORMATION: Certain information set forth in this document, including management's assessment of future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond our control. Those risks include, without limitation, the effect of general economic conditions, risks associated with oil and gas exploration, development, production, marketing and transportation, loss of markets, industry conditions and competition, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the ability to access qualified personnel and oilfield services, decisions by regulators, and the ability to access sufficient capital from internal and external sources. Readers are cautioned not to place undue reliance on the forward-looking statements as the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and actual results, performance or achievements could materially differ from those expressed or implied in such forward-looking statements and accordingly, no assurance can be given that any of the events anticipated by forward looking statements will transpire or occur, or if any of them do so, what benefit Strategic will derive there from. The Company does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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.

Contact Information

  • Strategic Oil & Gas Ltd.
    Arn Schoch
    Chairman & CEO
    403.718.0183 ext. 242 or Cell: 403.870.1245
    403.718.0184 (FAX)

    Strategic Oil & Gas Ltd.
    1800, 510 5th Street SW
    Calgary, AB T2P 3S2
    www.sogoil.com