UTS Energy Corporation Announces Shareholder and Court Approval of Arrangement
CALGARY, Sept. 30 /CNW/ - UTS Energy Corporation ("UTS") is pleased to announce that at a special meeting (the "Meeting") held today, the holders of common shares of UTS (the "UTS Shareholders") approved the previously announced plan of arrangement (the "Arrangement") involving UTS, the UTS Shareholders, Total E&P Canada Ltd. ("Total") and SilverBirch Energy Corporation ("SilverBirch"). Final approval of the Arrangement was also received today from the Court of Queen's Bench of Alberta. Further, UTS has been advised by Total that on September 29, 2010, the Minister of Industry notified Total that he is satisfied that the Arrangement is likely to be of net benefit to Canada, as required by the Investment Canada Act.
The Arrangement involves the acquisition by Total of all of UTS' outstanding shares. The UTS Shareholders will ultimately receive, for each common share of UTS held, cash consideration of Cdn $3.08 per share and 0.1 of a common share of SilverBirch. Closing of the Arrangement is currently expected to occur in early October.
The special resolution approving the Arrangement was approved at the Meeting by approximately 99 per cent of the votes cast by UTS Shareholders. Further, the UTS Shareholders voted 97 per cent in favour of the resolution approving the SilverBirch stock option plan and 99 per cent in favour of the resolution approving the SilverBirch shareholder rights plan. Final voting results will be made available on SEDAR at www.sedar.com in the coming days.
"We are very pleased with the high level of support received for the transaction," said William Roach, President and Chief Executive Officer of UTS. "This strong support tells us that UTS shareholders believe as we do that this deal is in their best interests. As well as the cash received, UTS shareholders retain the upside potential of the Frontier and Equinox Project and additional exploration assets by receiving shares in SilverBirch."
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Advisory Regarding Forward-Looking Information
This news release contains "forward-looking information", within the meaning of applicable securities laws. The use of any of the words "proposed", "will", "may", "expected", "potential" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this news release contains forward-looking information concerning the completion of the Arrangement, the expected timing for completion of the Arrangement and the potential of the Frontier and Equinox Projects and additional exploration assets.
The forward-looking information in this news release is based on certain key expectations and assumptions made by UTS, including assumptions as to the receipt, in a timely manner, of regulatory and third party approvals in respect of the Arrangement, the time necessary to satisfy the conditions to the closing of the Arrangement and the ability of SilverBirch to further develop the Frontier and Equinox Projects and additional exploration assets. Although UTS believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because UTS can give no assurance that it will prove to be correct.
The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied in the forward-looking information. Such risks, uncertainties and factors include among others, the inability to secure necessary regulatory or other third approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement and the early stage of development of SilverBirch and its assets, including the Frontier and Equinox Projects and the nature of the exploration and development activities on such assets. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of UTS are included in the Information Circular and in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website www.sedar.com.
The forward-looking information contained in this news release is made as of the date hereof and UTS undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
For further information:
Dr. William J.F. Roach
President and Chief Executive Officer
403-538-7030