CALGARY, ALBERTA–(Marketwire – Feb. 19, 2013) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
AvenEx Energy Corp. (“AvenEx”) (AVF.TO), Pace Oil & Gas Ltd. (“Pace”) (PCE.TO), and Charger Energy Corp. (“Charger”) (TSX VENTURE:CHX) announce that the special meetings of the shareholders of each of AvenEx, Pace and Charger scheduled for February 19, 2013 in connection with the proposed plan of arrangement (“Arrangement“) as described in the joint information circular and proxy statement of AvenEx, Pace and Charger dated January 18, 2013 (“Information Circular“) have been postponed to February 26, 2013. The special meetings will be held in the Jamieson Place Conference Centre, 3rd Floor, 308 – 4th Avenue S.W., Calgary commencing at 9:00 a.m. (Calgary time) for the holders of common shares of AvenEx (“AvenEx Shareholders“), at 10:00 a.m. (Calgary time) for the holders of common shares of Pace (“Pace Shareholders“) and at 11:00 a.m. (Calgary time) for the holders of common shares of Charger (“Charger Shareholders“).
The parties are pleased to announce that proxies representing greater than a majority of the common shares to be voted at each of the special meetings are in favour of the Arrangement. The postponement of the special meetings will allow additional time for all shareholders to participate in the votes on the Arrangement and deposit proxies or make changes to any previously deposited proxies in advance of the meetings. The directors of each of AvenEx, Pace, and Charger that are eligible to vote have unanimously approved the Arrangement and recommend that their respective shareholders vote in favour of the Arrangement.
AvenEx Shareholders, Pace Shareholders and Charger Shareholders who have not voted or wish to change their vote may do so by following the instructions set forth on the proxy or voting instruction form provided to them. An AvenEx Shareholder, Pace Shareholder or Charger Shareholder may revoke a previously voted proxy with an instrument in writing, including another proxy, signed by the shareholder and delivered to AvenEx, Pace or Charger, as applicable. In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial shareholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.
Questions concerning the special resolutions contained within the Information Circular or voting procedures can be directed to:
- in the case of AvenEx Shareholders, to Laurel Hill Advisory Group, by email at [email protected] or by telephone at 416-304-0211 (banks, brokers or collect calls) or 1-977-452-7184 (North American toll-free number);
- in the case of Pace Shareholders, to Kingsdale Shareholder Services Inc., by email at [email protected], by telephone at 1-888-518-1558 (toll-free within Canada or the United States) or call 1-416-867-2272 (for collect calls outside Canada and the U.S.) or by fax at 1-866-545-5580 (North American Toll Free Facsimile) or 1-416-867-2271;
- in the case of Charger Shareholders, to CST Phoenix Advisors, by email at [email protected], by telephone at 1-866-822-1240 (toll-free within Canada or the United States) or 1-201-806-2222 (banks, brokers and collect calls outside Canada and the United States) or by fax at 1-888-509-5907 (North American Toll Free Facsimile) or 1-647-351-3176.
As a result of the postponement, any new proxies or changes to previously submitted proxies must now be deposited as follows:
- in the case of AvenEx Shareholders, to Olympia Trust Company, Proxy Department, 2300, 125 – 9th Avenue S.E., Calgary, Alberta, T2G 0P6 not later than 9:00 a.m. (Calgary time) on February 22, 2013;
- in the case of Pace Shareholders, to Computershare Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5; (ii) by hand delivery to Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (iii) by facsimile to (416) 263-9524 or 1-866-249-7775; or (iv) through the internet at www.investorvote.com, not later than 10:00 a.m. (Calgary time) on February 22, 2013;
- in the case of Charger Shareholders, to Alliance Trust Company at #450, 407 – 2nd Street S.W., Calgary, Alberta T2P 2Y3, Attention: Proxy Department, not later than 11:00 a.m. (Calgary time) on February 22, 2013.
AvenEx Shareholders, Pace Shareholders and Charger Shareholders are encouraged to review the Information Circular, which is available on the SEDAR profiles of each of Pace, AvenEx and Charger at www.sedar.com.
Reader Advisory and Note Regarding Forward Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws and is based on the expectations, estimates and projections as of the date of this news release, unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the anticipated benefits of the Arrangement to the shareholders of each of AvenEx, Pace and Charger and the holding of the shareholder meetings of each of Charger, Pace and AvenEx. Such forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.
In respect of the forward-looking information and statements concerning the anticipated benefits and completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, each of Charger, Pace and AvenEx has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of each of Charger, Pace and AvenEx to receive, in a timely manner, the necessary regulatory, court, shareholder, stock exchange and other third party approvals; and the ability of each of Charger, Pace and AvenEx to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.
The anticipated dates provided may change for a number of reasons, including inability to secure necessary shareholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.
Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which each of Charger, Pace and AvenEx operates in general such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition; failure to realize the anticipated benefits of the Arrangement and to successfully integrate each of AvenEx, Pace and Charger; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. Risks and uncertainties inherent in the nature of the Arrangement include the failure of each of AvenEx, Pace and Charger to obtain necessary shareholder, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of each of AvenEx, Pace and Charger to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of each of Charger, Pace and AvenEx, and the combined company, are included in reports on file with applicable securities regulatory authorities, including but not limited to; the Annual Information Form for the year ended December 31, 2011 for each of AvenEx, Pace and Charger and the Information Circular, each of which may be accessed on their respective SEDAR profiles at www.sedar.com.
The forward-looking information contained in this press release is made as of the date hereof and each of AvenEx, Pace and Charger undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This joint news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.
AvenEx Energy Corp.
Chief Executive Officer
AvenEx Energy Corp.
Chief Financial Officer
Pace Oil & Gas Ltd.
President & CEO
Pace Oil & Gas Ltd.
VP Finance & CFO
Charger Energy Corp.
Chairman and CEO
Charger Energy Corp.