SilverBirch Energy Corporation Files Notice of Special Meeting and Information Circular
05 Marzo 2012 - 4:26AM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES/ TSX V Trading Symbol: SBE CALGARY, March 7, 2012
/CNW/ - SilverBirch Energy Corporation ("SilverBirch") is pleased
to announce that it has filed with securities regulators in each of
the provinces in Canada its notice of special meeting and
information circular ("Information Circular") in respect of the
upcoming special meeting (the "Meeting") of holders of common
shares of SilverBirch (the "SilverBirch Shareholders"). The
Information Circular has been filed on the SEDAR website at
www.sedar.com and will be available for viewing on the SilverBirch
website at www.silverbirchenergy.com. SilverBirch
Shareholders of record on February 17, 2012 will receive a paper
copy of the Information Circular by mail. At the Meeting,
SilverBirch Shareholders will be asked to consider the proposed
plan of arrangement (the "Arrangement") among SilverBirch, Teck
Resources Limited ("Teck"), 8071667 Canada Inc., SilverWillow
Energy Corporation ("SilverWillow") and the SilverBirch
Shareholders. Under the Arrangement, a holder of common shares of
SilverBirch ("SilverBirch Common Shares") will ultimately receive,
in exchange for each SilverBirch Common Share, Cdn$8.50 in cash and
one common share (each, a "SilverWillow Share") in the capital of
SilverWillow, a newly formed wholly-owned subsidiary of
SilverBirch. The Meeting will be held on March 29, 2012 at 2:30
p.m. (Calgary time) in the McMurray Room at the Calgary Petroleum
Club, 319 - 5th Avenue S.W., Calgary, Alberta. All
SilverBirch Shareholders are encouraged to vote in person or by
proxy. Details on how to vote are contained in the
Information Circular. Completion of the proposed Arrangement is
conditional on approval by SilverBirch Shareholders and
satisfaction of other customary conditions, including regulatory,
stock exchange and Court of Queen's Bench of Alberta (the "Court")
approvals. It is expected that the Arrangement will be completed in
early April, 2012. On February 13, 2012, Teck and SilverBirch
received a no action letter from the Commissioner of Competition
with respect to the transactions contemplated by the Arrangement.
On February 27, 2012, SilverBirch obtained an interim order of the
Court which provides for the calling and holding of the Meeting and
certain procedural matters. In addition, the TSX Venture Exchange
has conditionally approved the listing of the SilverWillow Shares
upon the completion of the Arrangement. Listing of the SilverWillow
Shares is subject to SilverWillow fulfilling all of the
requirements of the TSX-V. The Board of Directors of SilverBirch
(the "Board") has unanimously determined that the Arrangement is in
the best interests of SilverBirch and has, based upon, among other
things, the opinions of RBC Capital Markets and TD Securities Inc.,
SilverBirch's financial advisors, unanimously determined that the
Arrangement is fair to SilverBirch Shareholders. Accordingly, the
Board has unanimously approved the Arrangement and unanimously
recommends that shareholders vote in favour of the special
resolution of SilverBirch Shareholders in respect of the
Arrangement to be considered at the Meeting. About SilverBirch
SilverBirch Energy Corporation is a pre-production oil sands
company headquartered in Calgary, Alberta, Canada. SilverBirch has
a portfolio of mining and in situ oil sands properties, including
50% ownership of the Frontier and Equinox Projects. To learn more,
please visit www.silverbirchenergy.com. 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", "may",
"expected" and similar expressions is intended to identify
forward-looking information. More particularly and without
limitation, this news release contains forward-looking information
concerning the timing of the Meeting, the mailing of the
Information Circular, the business of the Meeting, the completion
of the Arrangement and the expected timing for completion of the
Arrangement. The forward-looking information in this news release
is based on certain key expectations and assumptions made by
SilverBirch, including assumptions as to: the time required to mail
the Meeting materials; the receipt, in a timely manner, of
regulatory, SilverBirch Shareholder, court and third party
approvals in respect of the Arrangement; and the time necessary to
satisfy the conditions to the closing of the Arrangement.
Although SilverBirch 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 SilverBirch 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:
inability to secure necessary regulatory, court, SilverBirch
Shareholder or other third approvals in the time assumed; the need
for additional time to satisfy the conditions to the completion of
the Arrangement; and the risk of termination of the Arrangement
agreement. Listing of the SilverWillow Shares is conditional upon
SilverWillow fulfilling the requirements of the TSX-V and there can
be no assurance that the TSX-V will list the SilverWillow Shares.
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
SilverBirch 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 SilverBirch 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. 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
SilverBirch Energy Corporation CONTACT: Howard Lutley, President
and Chief Executive Officer, at403-538-7030
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