VANCOUVER, April 18 /CNW/ - Stratic Energy Corporation ("Stratic") (TSX-V: SE) and Grove Energy Limited ("Grove" or "Company") (TSX-V & AIM: GRV) announce that at this morning's extraordinary meeting of Grove's shareholders and optionholders, 99.95% of the Grove common shares and 100% of Grove options that were represented and voted at the meeting were voted in favour of an arrangement under which all Grove shareholders will exchange each of their Grove common shares for 0.61879 of a voting common share of Stratic and all Grove optionholders will exchange each option to acquire a common share of Grove into an option to acquire 0.6189 of a Stratic voting common share. The exercise price of each Grove option will be adjusted such that the exercise price is increased to an adjusted exercise price in accordance with the terms of the arrangement agreement. There were no dissenting Grove shareholders.
The completion of the transaction remains subject to approval of the Supreme Court of British Columbia as well as satisfaction or waiver of other conditions. Application for the final court approval is scheduled to be heard by the Supreme Court of British Columbia on Friday, 20 April 2007. If court approval is obtained and other conditions to the closing are satisfied or waived, it is intended that closing of the arrangement will occur during the week of 23 April 2007 and the closing documents will be filed with the BC Registrar of Companies upon which the arrangement will be effective and Grove will become a wholly-owned subsidiary of Stratic.
After the arrangement is effective, Stratic will apply to the TSX Venture Exchange and the Alternative Investment Market to cause Grove's common shares to cease trading and will make application to, or filings with, the British Columbia, Alberta and Ontario Securities Commissions to have Grove cease to be a reporting issuer.
In order to exchange Grove common shares for Stratic shares, registered Grove shareholders must complete the Letter of Transmittal sent to them on 27 March 2007 and surrender their Grove share certificates to the Depository, Pacific Corporate Trust Company, 510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9; Attention: Manager, Client Services.
Non-registered Grove shareholders should contact their broker or financial advisor for assistance in exchanging their Grove share certificates for Stratic share certificates.
If any Grove shareholders have questions about exchanging Grove shares for Stratic shares they should contact Ms. Alex Gomez at +1 604 669 2099 or alex@groveenergy.com.
STRATIC ENERGY CORPORATION GROVE ENERGY LIMITED Per "Mark Bisland" Per "Anthony Hawkshaw" MARK BISLAND, CFO ANTHONY HAWKSHAW, CFO
Completion of the proposed transaction is subject to a number of conditions including but not limited to TSX Venture Exchange approval of the issuance of Stratic common shares. The proposed transaction cannot close until the required approvals are obtained. There can be no assurance that the proposed transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the information circular prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities Grove should be considered highly speculative.
Neither the TSX Venture Exchange nor the AIM Market operated by the London Stock Exchange plc approves nor disapproves of the information contained herein. No Canadian securities regulatory authority has expressed an opinion about the securities being offered. This press release is not an offer of securities for the sale in the United States, United Kingdom, Canada, Japan or Australia. The securities to be offered will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States federal and state registration and qualification requirements.