(TSX-V Symbol: EXX)
VANCOUVER, Oct. 13 /CNW/ - Exxel Energy Corp. ("Exxel") (TSX-V Symbol:
EXX) today announced the following:
2006 Stock Option Plan
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The disinterested shareholders of the Company and the TSX Venture
Exchange (the "Exchange") have approved the Company's Stock Option Plan (2006)
(the "Plan") as required by applicable Exchange policy at the Company's annual
general meeting of shareholders held on September 7, 2006. Accordingly, the
Plan is now in effect and the conditions for exercise of the stock options
announced on July 27, 2006, granted under the Plan, have been satisfied.
Release of Escrowed Securities
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As was provided in the Company's annual information form for the fiscal
year ended December 31, 2005 dated August 31, 2006 (the "AIF"), the 15,000,000
common shares of the Company and 2,500,000 share purchase warrants
(collectively, the "Bruner Securities") received by Marc Bruner ("Bruner") as
consideration for his transfer to the Company of certain assets comprised in
the Company's Rifle Creek project were released from escrow in accordance with
the terms of the escrow agreement dated April 11, 2005. However, the Bruner
Securities remain subject to the escrow arrangements referred to below.
New Voluntary Shareholder Pooling Agreement
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As was provided in the Company's AIF, all of the Bruner Securities,
together with certain securities held by certain other principal shareholders,
were subject to a voluntary pooling agreement dated June 1, 2005, as amended,
pursuant to which certain of their respective securities were held in escrow.
The terms for release of all of the securities subject to that agreement were
met as of the date of the AIF, but the signatories to such agreement agreed to
have such securities remain in escrow pending the negotiation of a new
voluntary pooling agreement.
The Company understands that Bruner, as to the Bruner Securities, John
Hislop, as to 10,352,100 common shares of the Company and the other principal
shareholder, as to 9,102,200 common shares of the Company, have entered into a
further voluntary pooling agreement with an effective date of September 6,
2006 (the "Pooling Agreement"). Pursuant to the terms of the Pooling
Agreement, Bruner has voluntarily agreed to deposit the Bruner Securities into
escrow, and Hislop and the other principal shareholder have covenanted not to
deal with their securities in any manner, with the exception of certain
transfers with RRSP accounts until the earlier of: (a) September 6, 2011, and
(b) the date upon which shareholders subject to the Pooling Agreement, holding
in excess of 50% of the common shares of the Company subject to the Pooling
Agreement, agree in writing to terminate the Pooling Agreement.
Since the Company is not a party to the Pooling Agreement, the Company
disclaims any intent or obligation to update publicly any of the information
relating to the Pooling Agreement unless the Company otherwise becomes aware
of such information.
Amendment to Q2, 2006 Financial Statements and MD&A
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In connection with the review conducted by its auditors as part of the
filing by Exxel of a short form prospectus as previously announced on
September 21, 2006, Exxel has amended its interim unaudited consolidated
financial statements for the six months ended June 30, 2006 and May 31, 2005
together with the accompanying notes, as well as the management's discussion &
analysis ("MD&A") for the same period previously filed on August 29, 2006. The
amended financial statements and the amended MD&A are available electronically
at www.sedar.com.
The amendment was completed in order to reclassify to shareholders equity
items previously expensed and to provide further note disclosure for the
period under review. The financial statements and MD&A will otherwise remain
unamended.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
