Celtic Exploration Ltd. (“Celtic“) has been advised by ExxonMobil Canada Ltd. (“ExxonMobil Canada“) of the status of the review by the Minister of Industry (the “Minister“) under the Investment Canada Act (the “ICA“) of the proposed arrangement whereunder Celtic is to be acquired by a subsidiary of ExxonMobil Canada (the “Arrangement“).
The review period under the ICA has been extended until February 20, 2013 to allow time for the Minister to complete his review of the acquisition. It is anticipated that the Minister will complete his review, and if the acquisition is approved, this allows sufficient time for the completion of the Arrangement prior to the February 28, 2013 “Outside Date” provided for in the Arrangement. The completion of the Arrangement remains subject to the receipt of a notice from the Minister under the ICA that the acquisition is likely to be of “net benefit” to Canada (the “ICA Approval“) and the satisfaction or waiver of the other conditions specified in the Arrangement Agreement dated October 16, 2012 (the “Arrangement Agreement“) between Celtic, ExxonMobil Canada, ExxonMobil Celtic ULC and Kelt Exploration Ltd. No further regulatory approvals are required.
Celtic is a Calgary, Alberta, Canada-based oil and gas company focused on exploration, development and production of crude oil and natural gas resources primarily in west central Alberta. Celtic holds large acreage positions in the Montney and Duvernay resource gas plays. Throughout its history, Celtic has a proven track record of growing reserves, production and the underlying value of the company for its shareholders. The common shares of Celtic are listed on the Toronto Stock Exchange under the symbol CLT.
Cautionary Statement on Forward-Looking Statements and Information
This press release contains forward-looking statements and forward-looking information 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” and similar expressions are intended to identify forward-looking statements or information. In particular, this press release contains forward-looking statements and information concerning the ICA Approval and the review of the acquisition by the Minister; the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of completion of the Arrangement.
In respect of such forward-looking statements and information, Celtic has provided such statements and information in reliance on certain assumptions, including assumptions as to the ability of the parties to obtain, in a timely manner and on satisfactory terms, the ICA Approval and the ability of the parties to satisfy, in a timely manner, the other conditions specified in the Arrangement Agreement. Although Celtic believes that the assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because there can be no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and uncertainties, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These factors and risks include, but are not limited to, the risk that the parties may not obtain the ICA Approval in a timely manner or at all; the risk that the other conditions to the completion of the Arrangement set forth in the Arrangement Agreement may not be satisfied or waived in a timely manner or at all; and the risk that the Arrangement may not close when planned or at all on the terms and conditions set forth in the Arrangement Agreement.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional factors that could affect Celtic are included in the documents filed by Celtic with the applicable securities regulatory authorities and may be accessed through the SEDAR website at www.sedar.com.
Celtic”s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements and information contained in this press release will transpire or occur, or if any of them do so, what benefits may be derived therefrom. The forward-looking statements and information contained in this press release are made as of the date hereof and Celtic undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.