CALGARY, ALBERTA--(Marketwire - Oct. 15, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) and Geomark Exploration Ltd. ("Geomark") (TSX VENTURE:GME) wish to remind their respective shareholders of the special meetings of each of Pine Cliff and Geomark to be held on October 18, 2012 for the purpose of considering the proposed plan of arrangement (the "Arrangement") and related transactions, as applicable, involving Pine Cliff, Geomark and the shareholders of Geomark. Shareholders are also reminded to complete and deliver the Voting Information Forms or Proxies, as applicable, and, in the case of shareholders of Geomark, the letter of transmittal, as applicable, in accordance with the instructions contained therein.
In connection with the Arrangement, Pine Cliff and Geomark advise that they have jointly determined that the proposed amalgamation of Pine Cliff and Geomark (the "Amalgamation"), which was expected to occur pursuant to a step in the plan of arrangement (the "Plan of Arrangement"), is not necessary at this time and that by keeping Geomark as a wholly owned subsidiary, Pine Cliff can reduce costs associated with consequential government filings, third party notifications and registration requirements. The arrangement agreement (including the Plan of Arrangement) previously entered into between Pine Cliff and Geomark (the "Arrangement Agreement") has been amended and restated to reflect this change. The amendments are subject to the approval of the Court of Queen's Bench of Alberta (the "Court") as part of the final court approval process in connection with the Arrangement. A copy of the amended and restated Arrangement Agreement (including the Plan of Arrangement) is available under the corporate profiles each of the Pine Cliff and Geomark profiles on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
Information regarding the amalgamated entity ("Amalco") and its shares (the "Amalco Shares") contained in the joint information circular of Pine Cliff and Geomark (the "Information Circular") and related documents, each as previously mailed to the respective shareholders of Pine Cliff and Geomark, should now be read as information regarding Pine Cliff, on a consolidated basis after giving effect to the acquisition by Pine Cliff of Geomark in connection with the Arrangement. Pursuant to the Arrangement, shareholders of Geomark will receive common shares of Pine Cliff as consideration for their common shares of Geomark in accordance with the exchange ratio, which has not been amended, set forth in the amended and restated Arrangement Agreement. Other than the elimination of the Amalgamation as a step of the Plan of Arrangement, no other amendments have been made to the Arrangement.
Further, since the anticipated transfer of certain of Geomark's oil and gas assets to Pine Cliff immediately prior to the effective time of the Arrangement, as detailed in the Information Circular, was permissive under the terms of the Arrangement Agreement and considered to be ancillary to the Amalgamation, Pine Cliff and Geomark have determined not to carry out such transfer and, upon completion of the Arrangement, all of Geomark's oil and gas assets will presently continue to be held by Geomark, as a wholly-owned subsidiary of Pine Cliff.
For further details regarding the Arrangement please refer to the Information Circular and the amended and restated Arrangement Agreement, copies of which are available under the corporate profiles of each of Pine Cliff and Geomark on SEDAR at www.sedar.com.
For Further Information:
Further information relating to Pine Cliff may be found on www.sedar.com as well as on Pine Cliff's website at www.pinecliffenergy.com or by contacting Philip B. Hodge.
Further information relating to Geomark may be found on www.sedar.com as well as on Geomark's website at www.geomark.ca or by contacting George F. Fink.
This news release contains certain statements or disclosures relating to Pine Cliff and Geomark that are based on the expectations of Pine Cliff and Geomark as well as assumptions made by and information currently available to Pine Cliff and Geomark which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Pine Cliff and Geomark anticipate or expect may, or will occur in the future (in whole or in part), including the Arrangement, the approval of the amendment to the Arrangement, the timing of the Pine Cliff Meeting and the Geomark Meeting, the successful completion of the Arrangement and the timing thereof, the anticipated cost savings associated with not proceeding with the Amalgamation and the approvals required of the Court in connection with the amendments to the Arrangement should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "intend", or other comparable terminology. Readers are cautioned that there is no assurance that the matters referenced herein will proceed as set forth herein or at all. Many factors could cause the performance or achievement by Pine Cliff and Geomark to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include failure to obtain necessary shareholder, regulatory, stock exchange, court and other third party consents and approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Neither Pine Cliff nor Geomark are under any duty to update any of the forward-looking statements after the date of this news release or to conform such statements to actual results or to changes in Pine Cliff's or Geomark's expectations and each of Pine Cliff and Geomark disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
- Investment & Company Information
Philip B. Hodge
President and CEO
Geomark Exploration Ltd.
George F. Fink
CEO and Chairman of the Board