Business
Upper Lake announces mailing of information circular and proxy statement with respect to plan of arrangement with Monterey Exploration Ltd.
CALGARY, Aug. 6 /CNW/ - Upper Lake Oil and Gas Ltd. (TSX: UP) ("Upper Lake") announces that the m...
About this update from Mx Gold Corp.
[{"type":"text","content":"\n\n\n\nCALGARY, Aug. 6 /CNW/ - Upper Lake Oil and Gas Ltd. (TSX: UP) ("Upper\nLake") announces that the management information circular and proxy statement\n("Information Circular") for the upcoming special meeting ("Special Meeting")\nof the shareholders and optionholders of Upper Lake has been mailed to Upper\nLake shareholders and optionhholders of record as at July 25, 2008. At the\nSpecial Meeting, shareholders and optionholders of Upper Lake will be asked to\nconsider the previously announced business combination with Monterey\nExploration Ltd. ("Monterey").\n\n\nThe business combination is to be undertaken by way of a plan of\narrangement (the "Arrangement") under Section 193 of the Alberta Business\nCorporations Act. The Arrangement Agreement between Upper Lake and Monterey,\ndated effective July 2, 2008, provides that the Upper Lake shareholders will\nreceive 0.28 of a Monterey share for each Upper Lake share held. Each Upper\nLake option outstanding as at the effective time of the Arrangement will be\ncancelled and the holder thereof will receive that number of Monterey shares\nequal to the Exercise Price Differential multiplied by 0.28, less any\napplicable withholdings. The Exercise Price Differential is the amount by\nwhich the weighted average trading price of the Upper Lake shares for the\n5 day period ended June 27, 2008 (which amount equals $0.86) exceeds the\nexercise price of the applicable Upper Lake option. Upon completion of the\nArrangement, Upper Lake will become a wholly-owned subsidiary of Monterey.\n\n\nIn anticipation of the Arrangement, an application has been made to the\nToronto Stock Exchange ("TSX") to list the common shares of Monterey on the\nTSX. Listing will be subject to Monterey meeting the original listing\nrequirements of the TSX.\n\n\nThe Information Circular contains detailed information concerning the\nArrangement and will be available on SEDAR (www.sedar.com) as well as on the\nUpper Lake website (www.upperlake.ca).\n\n\nThe Special Meeting will be held in the Cardium A and B Room of the\nCalgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta, on Friday,\nAugust 29, 2008, at 10:00 a.m. (Calgary time).\n\n\nThe Arrangement is expected to close on or about August 29, 2008.\nCompletion of the Arrangement is subject to,...