November 16, 2005 18:21 ET

Tempest Announces Conversion of Class B Shares into Class A Shares

CALGARY, ALBERTA--(CCNMatthews - Nov. 16, 2005) - Tempest Energy Corp. (TSX:TMY.A) (TSX:TMY.B) Tempest announces that it has given notice to holders of Tempest Class B Shares that it is exercising its right to convert all Class B Shares into Class A Shares effective November 22, 2005.

The Conversion Rate will be 1.7941 Class A Shares for each Class B Share, which has been determined by dividing $10 by the Current Market Price for the Class A Shares of $5.5738. In accordance with Tempest's Articles the Current Market Price as at November 10, 2005 has been calculated using the weighted average trading price for Tempest Class A Shares on the TSX for the 30 consecutive trading days commencing September 29, 2005.

Fractional Class A Shares will not be issued and, in lieu thereof, any fraction of a Class A Share to which a holder of Class B Shares is entitled upon conversion of all of such holder's Class B Shares shall be rounded up to a whole Class A Share, provided each beneficial holder of Class B Shares shall only be entitled to one such rounding up.

From and after November 22, 2005 the holders of Class B Shares shall be deemed to be holders of Class A Shares and shall not be entitled to exercise any of the rights of holders of Class B Shares other than the right to receive a certificate representing Class A Shares issuable upon conversion. Such certificates for Class A Shares may be received upon presentation and surrender of certificates for Class B Shares at the offices of the transfer agent of the Corporation, Valiant Trust Company, Suite 310, 606 - 4th Street S.W., Calgary, Alberta T2P 1T1.

Tempest currently has 653,476 Class B Shares outstanding. Upon conversion of the Class B Shares to Class A Shares, an additional 1,172,402 Class A Shares will be issued, subject to adjustment for rounding, resulting in a total of approximately 20,577,882 Class A Shares outstanding.

A meeting of Tempest's shareholders has been called for November 28, 2005 to approve a Plan of Arrangement involving Tempest, Daylight Energy Trust and related entities. As the Tempest Class B Shares will have been converted in accordance with their terms prior to the Tempest shareholders meeting, each Class B Share entitled to be voted at the meeting will, to the extent voted, be deemed to be voted with respect to that number of Class A Shares of Tempest into which such Class B Shares have been converted.

Contact Information

  • Tempest Energy Corp.
    A. Scott Dawson, P.Eng.
    President and Chief Executive Officer
    (403) 205-3704