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CALGARY, Oct. 15 /CNW/ - Upper Lake Oil and Gas Ltd. ("Upper Lake") announced today that at the special meeting of shareholders, optionholders and warrantholders of Diamond Tree Energy Ltd. ("Diamond Tree") held Friday, October 12, 2007, Diamond Tree securityholders approved the previously announced Arrangement involving Upper Lake, Diamond Tree and Crocotta Energy Inc. ("Crocotta"). Of the votes cast by Diamond Tree securityholders at the special meeting, in excess of 99% were in favour of the resolution approving the Arrangement. After the meeting, Diamond Tree obtained a final order from The Court of Queen's Bench of Alberta approving the Arrangement. Articles of Arrangement were subsequently filed with the Registrar of Corporations (Alberta) and the Arrangement became effective on Friday, October 12, 2007.
Shareholders of Diamond Tree also passed resolutions authorizing the share option plan of Upper Lake and the private placement of up to $25 million of common shares by Crocotta. These resolutions are more particularly described in the Diamond Tree Management Information Circular and Proxy Statement dated September 12, 2007 (the "Diamond Tree Circular"). Concurrent with the closing of the Arrangement, Crocotta sold $12.5 million of its common shares, by way of private placement.
In connection with the Arrangement, Diamond Tree shareholders received one share of Upper Lake for each Diamond Tree share and Crocotta acquired all of the issued and outstanding common shares of Diamond Tree in exchange for Crocotta common shares. Crocotta has advised that it has effected a 3 to 1 share consolidation, which was approved at the special meeting of its shareholders held on Thursday, October 11, 2007. The consolidation became effective immediately after the exchange of Crocotta shares for Diamond Tree shares pursuant to the Arrangement. As a result, the Crocotta common shares issued to the former holders of Diamond Tree common shares have been consolidated on a 3 to 1 basis, resulting in Diamond Tree shareholders receiving 0.3175 of a Crocotta common share (post-consolidation) in exchange for each Diamond Tree common share held immediately prior to the completion of the Arrangement.
In connection with the Arrangement, certain oil and gas properties of Diamond Tree in central and eastern Alberta, consisting of exploration assets, producing properties, related tangibles and undeveloped lands, were transferred to Upper Lake. Additional information regarding the asset transfer and the business of Upper Lake is contained in the Diamond Tree Circular, which has been filed with the Upper Lake profile on SEDAR and is available at www.sedar.com.
Upper Lake has been advised that the Upper Lake common shares and the post-consolidation Crocotta shares will commence trading on the Toronto Stock Exchange on Wednesday, October 17, 2007, and that the common shares of Diamond Tree will be delisted immediately prior to the opening of trading on October 17, 2007. The Upper Lake shares will trade under the symbol "UP."
Former registered shareholders of Diamond Tree must submit a Letter of Transmittal (in the form that accompanied the Diamond Tree Circular) to Valiant Trust Company, together with their Diamond Tree share certificates, in order to receive their Upper Lake and Crocotta (post-consolidation) share certificates. Non-registered shareholders, being those whose shares are held on their behalf by a nominee (i.e. a broker, trust company, bank or other registered holder) are advised to contact their nominee. A copy of the Letter of Transmittal can be downloaded from SEDAR at www.sedar.com (under the Diamond Tree profile). Former holders of Diamond Tree shares are cautioned that they should determine the exact number of post-consolidation Crocotta shares held by them prior to effecting any trades in Crocotta shares.
THE TORONTO STOCK EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward-Looking Statements
Certain information set out in this News Release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward-looking statements are based upon the opinions and expectations of management of Upper Lake, as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although Upper Lake believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties (known and unknown) that could cause actual outcomes to differ materially from those anticipated or implied by such forward-looking statements. Accordingly, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes. The forward-looking statements of Upper Lake contained in this News Release are expressly qualified, in their entirety, by this cautionary statement. Various risks to which Upper Lake is exposed in the conduct of its business are described in detail in the Diamond Tree Circular which is available under the Upper Lake profile at www.sedar.com. Subject to applicable securities laws, Upper Lake undertakes no obligation to publicly revise the forward-looking statements included in this News Release to reflect subsequent events or circumstances.