Vault Energy Trust
TSX : VNG.UN

Vault Energy Trust
Chamaelo Exploration Ltd.
TSX : CXN

Chamaelo Exploration Ltd.

June 22, 2005 14:39 ET

Vault Energy Trust, Vault Energy Inc. and Chamaelo Exploration Ltd. Announce Completion of Asset Acquisition and Reorganization

CALGARY, ALBERTA--(CCNMatthews - June 22, 2005) - Vault Energy Trust (TSX:VNG.UN) (the "Trust"), Vault Energy Inc. ("Vault") and Chamaelo Exploration Ltd. (TSX:CXN) ("ChamaeloEx") jointly announce today the successful completion of the reorganization of Chamaelo Energy Inc. (TSX:CLO) ("Chamaelo") into the Trust and ChamaeloEx and the completion of the acquisition of assets. The trust units of the Trust (trading symbol "VNG.UN"), the convertible debentures of the Trust (trading symbol "VNG.DB") and the common shares of ChamaeloEx (trading symbol "CXN") have been conditionally approved for listing on the Toronto Stock Exchange. It is expected that the Toronto Stock Exchange will issue a bulletin tomorrow with respect to the date of commencement of trading of the trust units and convertible debentures of the Trust and the common shares of ChamaeloEx anticipated to occur on or about June 27, 2005. Prior to the commencement of trading of the trust units and convertible debentures of the Trust and the common shares of ChamaeloEx, the common shares of Chamaelo will continue to trade under the symbol "CLO".

The plan of arrangement received overwhelming securityholder approval at the Special and Annual Meeting of Chamaelo held on June 20, 2005. In addition, resolutions were passed at the meeting approving a trust unit incentive plan of the Trust, a stock option plan of ChamaeloEx and a $10.0 million private placement by ChamaeloEx. Chamaelo has also received approval of the Court of Queen's Bench of Alberta and all other necessary regulatory approvals. The private placement of ChamaeloEx has been fully subscribed and the acquisition of the assets in central Alberta and northeastern British Columbia and plan of arrangement were completed today. The plan of arrangement is effective immediately.

As a result of the asset acquisition and plan of arrangement being made effective, the holders of Series E Subscription Receipts and Series D Subscription Receipts previously issued by the Trust by way of private placement on April 27, 2005 have received 0.5 of a trust unit and 0.2 of a common share of ChamaeloEx for each Series E Subscription Receipt held and one 8% convertible redeemable unsecured subordinated debenture of the Trust for each Series D Subscription Receipt held, in each case, without any further action on the part of the holder. The transfer register for the Subscriptions Receipts closed at the close of business yesterday.

Shareholders could elect, prior to the election deadline specified in the information circular of Chamaelo dated May 20, 2005, to receive exchangeable shares in lieu of trust units and cash consideration in lieu of common shares of ChamaeloEx. The maximum number of exchangeable shares that could be issued by Vault was not exceeded, and accordingly, any former shareholders of Chamaelo electing to receive exchangeable shares, will receive the full number so elected without pro-rationing.

As a result of the plan of arrangement and the subscription receipt private placement completed on April 27, 2005, the Trust currently has outstanding approximately 31.6 million trust units, debentures in the aggregate principal amount of $55 million and warrants to purchase approximately 1.7 million trust units. In addition, there are approximately 3.9 million exchangeable shares outstanding. As a result of the plan of arrangement and the private placement, ChamaeloEx will have outstanding approximately 17.4 million common shares and warrants to purchase approximately 0.7 million common shares.

Contact Information

  • Vault Energy Trust
    Robert Jepson
    President and Chief Executive Officer
    (403) 232-8575 ext. 225
    or
    Vault Energy Trust
    Greg Fisher
    VP, Finance and Chief Financial Officer
    (403) 232-8575 ext. 229
    or
    Chamaelo Exploration Ltd.
    Robert Zakresky
    President and Chief Executive Officer
    (403) 232-8575 ext. 226
    or
    Chamaelo Exploration Ltd.
    Nolan Chicoine
    VP, Finance and Chief Financial Officer
    (403) 232-8575 ext. 242