CALGARY, June 21, 2012 -
CanRock Energy Corp. (TSX-V: CNK) ("CanRock" or the "Company") is pleased to announce that on June 20, 2012 it mailed a notice of meeting, management information circular (the "Information Circular") and related documents to its shareholders (the "Shareholders") in connection with the special meeting of Shareholders to be held at 9:30 a.m. on July 16, 2012 (the "Meeting"). At the Meeting, Shareholders will be asked to approve the arrangement announced by the Company on May 22, 2012, whereby subject to the terms and conditions of an arrangement agreement (the "Arrangement Agreement") with
Alston Energy Inc. ("Alston"), Alston will acquire all of the issued and outstanding common shares in the capital of CanRock (the "CanRock Shares"), pursuant to a plan of arrangement (the "Arrangement"). Assuming the Arrangement becomes effective, holders of CanRock Shares will receive 2.321 common shares of Alston ("Alston Shares") for each CanRock Share held. At the Meeting, the Shareholders will be asked to approve the Arrangement.
The board of directors of CanRock (the "CanRock Board") has determined that the Arrangement is in the best interests of CanRock and is fair to the Shareholders and recommends the Shareholders vote FOR the Arrangement. The determination of the CanRock Board is based on various factors described more fully in the Information Circular, including an opinion dated May 18, 2012 by CanRock's financial advisor, Emerging Equities Inc., that the Arrangement is fair, from a financial point of view, to the Shareholders.
To be effective, the Arrangement must be approved by a special resolution passed by at least two‐thirds of the votes cast by the Shareholders present in person or represented by proxy at the Meeting. Each holder of CanRock Shares on the record date of June 18, 2012 (the "Record Date") is entitled to one vote for each CanRock Share held. Certain directors and officers of CanRock have entered into lock‐up agreements with Alston, whereby they have agreed to vote their CanRock Shares (and any CanRock Shares issued on the exercise of outstanding options and warrants to purchase CanRock Shares) in favour of the Arrangement. The Arrangement is subject to final approval by the Court of Queen's Bench of Alberta and is subject to the satisfaction of certain other conditions.
In summary, Shareholders should pay particular attention to the following important dates:
July 12, 2012 - Last day to deposit proxies.
July 16, 2012 - Special meeting of Shareholders.
July 17, 2012 - Effective time of the Arrangement.
All of the documents in the mail out may also be viewed on the Company's profile on SEDAR at www.sedar.com.
The Company also announces that it has issued an aggregate of 200,000 CanRock Shares to a strategic advisor for fees owed pursuant to a historical asset purchase by the Company.
About CanRock Energy Corp.
CanRock is a junior oil and gas company, incorporated in Alberta, and listed on the TSXV. Its primary exploration and production focus is in Provost, Alberta. More information about CanRock can be found on SEDAR under the company's profile at
www.sedar.com.
Forward-Looking Statements:
This press release contains forward-looking information. More particularly, this press release contains statements concerning the completion of the Arrangement, the timing of the special meeting of shareholders of CanRock and the anticipated results therefrom. Although CanRock believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because CanRock cannot give any assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of the resulting issuer) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective Arrangement may change based on regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Arrangement Agreement in the required and anticipated timeframes. The forward-looking statements contained in this press release are made as of the date hereof and CanRock does not undertake any 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.
Completion of the proposed Arrangement is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The proposed Arrangement cannot close until the required CanRock shareholder approval is obtained. There can be no assurance that the proposed Arrangement will be completed as proposed or at all.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the proposed Arrangement may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 press release.
For further information:
ALSTON ENERGY INC.
Don K. Umbach, President
Telephone: (403) 245-4261
Email: umbachd@statuseng.com
Troy Winsor, VP Business Development
Telephone: 1-800-663-8072
Email: troy1@telus.net
CANROCK ENERGY CORP.
Bruce Eckert, President
Telephone: (403) 265-2770
Email: beckert@canrockenergy.com
