Brookfield Asset Management Inc.
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Brookfield Asset Management Inc.

September 10, 2008 18:06 ET

Tricap Partners Acquires Common Shares of Insignia Energy

CALGARY, ALBERTA--(Marketwire - Sept. 10, 2008) - Tricap Partners Ltd. ("Tricap") announced today that it has acquired an additional 1,440,187 common shares of Insignia Energy Ltd. (TSX VENTURE:ISN) (the "Corporation") for cash consideration of $9,793,271.60. The Common Shares were acquired pursuant to a backstop agreement dated July 31, 2008 among Tricap and the Corporation (the "Backstop Agreement"). Pursuant to the Backstop Agreement, Tricap agreed to backstop the exercise of warrants issued in connection with the recently completed plan of arrangement involving Flagship Energy Inc. and Insignia Energy Ltd. As a result of this transaction, Tricap now holds 7,616,658 Common Shares of the Corporation, representing 60.4% of the currently issued and outstanding Common Shares. Tricap also holds 3,676,470 special voting shares of the Corporation ("Special Voting Shares"), which represents 100% of the issued and outstanding Special Voting Shares. The terms of the Special Voting Shares provide that the Corporation has the right to require Tricap to surrender for cancellation all or a portion of the Special Voting Shares and purchase the same number of such cancelled Special Voting Shares in Common Shares at a price of $6.80 per Common Share at any time up to and including July 31, 2009 (the "Expiry Date"), for total cash consideration of $25 million (assuming all available Common Shares are purchased); similarly, Tricap has the right to surrender for cancellation all or a portion of the Special Voting Shares and purchase the same number of such cancelled Special Voting Shares in Common Shares at a price of $6.80 per Common Share at any time up to and including the Expiry Date. In the event that all of the Special Voting Shares were to be cancelled and Tricap were to purchase all the available Common Shares as a result of such cancellation, Tricap would hold 11,293,128 Common Shares of the Corporation, representing 69.3% of the then issued and outstanding Common Shares.

Tricap has acquired the Common Shares for investment purposes only. Tricap intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Corporation, subsequent developments affecting the Corporation or its business, and general market and economic conditions. Based upon these and other factors, Tricap may decide to purchase additional securities of the Corporation or may decide in the future to sell all or part of its investment.



For additional information, or for a copy of the early warning report
filed in respect of the above transaction, please contact:

Jim Reid
Tricap Partners Ltd.
Suite 1700, 335-8th Avenue SW
Calgary, Alberta T2P 1C9
Tel.: (403) 770-7215


Tricap Partners Ltd. was established by Brookfield Asset Management to provide a source of patient, long-term capital and strategic assistance to mid-market companies based in North America. With strong industry and financial management expertise, Tricap is well positioned to assist companies in building value over the long term.

NOTE: This press release contains forward-looking information and other "forward-looking statements" within the meaning of certain securities laws including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. The words "will" and "expected" and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Although Tricap believes that the anticipated actions expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual outcome to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions; the behaviour of financial markets including fluctuations in interest and exchange rates. We caution that the foregoing list of important factors that may affect future results is not exhaustive. The company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Contact Information

  • Tricap Partners Ltd.
    Jim Reid
    (403) 770-7215