CALGARY, Aug. 6 /CNW/ - Upper Lake Oil and Gas Ltd. (TSX: UP) ("Upper Lake") announces that the management information circular and proxy statement ("Information Circular") for the upcoming special meeting ("Special Meeting") of the shareholders and optionholders of Upper Lake has been mailed to Upper Lake shareholders and optionhholders of record as at July 25, 2008. At the Special Meeting, shareholders and optionholders of Upper Lake will be asked to consider the previously announced business combination with Monterey Exploration Ltd. ("Monterey").
The business combination is to be undertaken by way of a plan of arrangement (the "Arrangement") under Section 193 of the Alberta Business Corporations Act. The Arrangement Agreement between Upper Lake and Monterey, dated effective July 2, 2008, provides that the Upper Lake shareholders will receive 0.28 of a Monterey share for each Upper Lake share held. Each Upper Lake option outstanding as at the effective time of the Arrangement will be cancelled and the holder thereof will receive that number of Monterey shares equal to the Exercise Price Differential multiplied by 0.28, less any applicable withholdings. The Exercise Price Differential is the amount by which the weighted average trading price of the Upper Lake shares for the 5 day period ended June 27, 2008 (which amount equals $0.86) exceeds the exercise price of the applicable Upper Lake option. Upon completion of the Arrangement, Upper Lake will become a wholly-owned subsidiary of Monterey.
In anticipation of the Arrangement, an application has been made to the Toronto Stock Exchange ("TSX") to list the common shares of Monterey on the TSX. Listing will be subject to Monterey meeting the original listing requirements of the TSX.
The Information Circular contains detailed information concerning the Arrangement and will be available on SEDAR (www.sedar.com) as well as on the Upper Lake website (www.upperlake.ca).
The Special Meeting will be held in the Cardium A and B Room of the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta, on Friday, August 29, 2008, at 10:00 a.m. (Calgary time).
The Arrangement is expected to close on or about August 29, 2008. Completion of the Arrangement is subject to, among other conditions, the approval of the Court of Queen's Bench of Alberta, receipt of all necessary regulatory approvals, the approval by at least 66 2/3% of the votes cast by Upper Lake shareholders and optionholders, voting as a single class, and approval by at least 50% of the votes cast by Upper Lake shareholders at the Special Meeting. All Upper Lake shareholders and optionholders are encouraged to vote in person or by proxy at the Special Meeting.
Advisory Regarding Forward-Looking Statements
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 information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the timing of the Upper Lake securityholders' special meeting, completion of the Arrangement and listing on the TSX. The forward-looking statements and information are based on certain key expectations and assumptions made by Upper Lake, including expectations and assumptions concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement. Upper Lake has provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, court and stock exchange approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. Although Upper Lake believes that the expectations and 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 Upper Lake can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, 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 include failure to obtain the required securityholder, court, regulatory and other third party approvals and others, which may be found in the Information Circular.
Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and Upper Lake undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.