/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S./
TRADING SYMBOL - REG
CALGARY, June 12 /CNW/ - Regal Energy Ltd. ("Regal" or the "Corporation") is pleased to announce that all of the matters set forth in the Corporation's information circular dated May 7, 2009 (the "Circular") to be voted upon were approved by the Corporation's shareholders at yesterday's annual general and special meeting (the "Meeting").
The Corporation is pleased to announce that the slate of directors elected at the Meeting consists of Messrs Hugh G. Ross, Michael H. Halvorson, Harry L. Knutson, Al J. Kroontje, Larry C. Mah and A. Bruce Macdonald. Messrs Ross and Halvorson were appointed directors on March 31, 2009 in conjunction with the $13,875,000 private placement financing that closed on that date. Messrs Kroontje and Knutson have been directors since 2004 and 2006 respectively while Messrs. Mah and Macdonald are new additions.
At the Meeting, the Corporation also approved a change of its auditors from KPMG LLP to Collins Barrow Calgary LLP. The proposed change of auditors by the Corporation is not a result of any reportable events. Further details regarding the Corporation's proposed change of auditors are available in the Circular and in the Corporation's Notice of Change of Auditor, both of which are available electronically at www.sedar.com. The Corporation has also previously announced a change in its financial year-end from September 30 to December 31, to better allow interested parties to compare Regal's financial results with those of other companies in the same industry.
The previously-announced share consolidation (the "Share Consolidation") of the Corporation's issued and outstanding common shares (the "Common Shares") on the basis of one (1) new common share for up to fifteen (15) Common Shares currently issued and outstanding (the "New Common Shares") was also approved. Currently there are 427,550,209 Common Shares of the Corporation issued and outstanding. On a post-consolidated basis, the Corporation anticipates that there will be approximately 28,503,300 New Common Shares of the Corporation issued and outstanding, depending upon the consolidation ratio. The Board of Directors believes that consolidation of the Common Shares should enhance their marketability as an investment and should facilitate additional financings to fund operations in the future.
No fractional New Common Shares will be issued as a result of the Share Consolidation. If, as a result of the Share Consolidation, the holder of New Common Shares would otherwise be entitled to a fraction of a share, the number of New Common Shares issuable to such shareholder shall be rounded down to the nearest whole number. In addition, the exercise price and number of common shares of the Corporation issuable upon the exercise of outstanding options, warrants and other convertible securities will be proportionally adjusted upon the implementation of the proposed share consolidation. Notwithstanding shareholder approval, the Board of Directors may, in their sole discretion, revoke the resolution approving the Share Consolidation at any time prior to its implementation.
In connection with the Share Consolidation, the Corporation is proposing a name change (which was also approved at the Meeting) and may also seek a new stock trading symbol from the TSX Venture Exchange. The Corporation is proposing to change its name to "Novus Energy Inc." or such other name as may be determined by the Board of Directors and as may be accepted to the TSX Venture Exchange. Notwithstanding shareholder approval, the Board of Directors may, in their sole discretion, revoke the resolution approving the change of corporate name at any time prior to its implementation.
Further details with regard to the background, reasoning and impact of the proposed share consolidation and the proposed name change are contained in the Circular, a copy of which is available electronically at www.sedar.com.
The Corporation's shareholders also approved the previously announced grant of performance warrants ("Performance Warrants") to new management on the terms set forth in the Circular. The issuance of Performance Warrants is conditional upon implementation of the Share Consolidation. The allocation of the Performance Warrants to new management will be determined by the Board of Directors at a later date.
Lastly, the Corporation's new stock option plan was also approved at the Meeting, a copy of which is attached as a schedule to the Circular, which is available electronically at www.sedar.com.
Regal Energy Ltd. is a junior Canadian energy company engaged in the exploration, acquisition, development and production of crude oil and natural gas in western Canada. Regal's main areas of focus currently are the Bakken oil play at Roncott, Saskatchewan, the Garrington natural gas property located in west central Alberta, the Eight Mile natural gas property located in northeast British Columbia and the Windfall property in Alberta. Regal is listed on the TSX Venture Exchange under the symbol "REG".
This news release will not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Such securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States, or to a U.S. person, absent registration, or an applicable exemption therefrom.
Cautionary Statements ---------------------
Completion of the Share Consolidation and name change contemplated herein are subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and the ability of the Corporation to maintain its TSX Venture Exchange Tier Maintenance Requirements post consolidation. There can be no assurance that the Share Consolidation or name change will be completed as proposed, or on a specific date, or at all. There can be no assurance that the Performance Warrants will be issued. There can be no assurances that the market price of the New Common Shares will increase as a result of the Share Consolidation. The marketability and trading liquidity of the consolidated shares of the Corporation may not improve as a result of the Share Consolidation. The Share Consolidation may result in some shareholders owning "odd lots" of less than 100 Common Shares which may be more difficult for such shareholders to sell or which may require greater transaction costs per share to sell.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed consolidation or name change and has neither approved or disapproved the contents of this press release.
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to: (i) completion of the Share Consolidation, including Regal's ability to obtain necessary approvals from the TSX Venture Exchange; (ii) the proposed corporate name change, including Regal's ability to obtaining necessary approvals from the TSX Venture Exchange and from the Alberta corporate registry, (iii) a potential new stock trading symbol for the Corporation on the TSX Venture Exchange; (iv) the issuance of Performance Warrants, and (v) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.
The foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and Regal assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to 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.
