CALGARY, Feb. 19, 2013 /CNW/ - February 19, 2013 - (TSXV: TOL) TriOil
Resources Ltd. ("TriOil" or the "Corporation")
announces that its Board of Directors (the "Board") has
adopted a Shareholder Rights Plan (the "Rights Plan")
to be effective February 22, 2013.
The Corporation's previously adopted shareholder rights plan dated
August 22, 2012 (the "Previous
Plan") expires on February 22,
2013.
As TriOil has initiated a comprehensive
strategic alternatives process, the Rights Plan has been designed
to provide shareholders and the Board with adequate time to
consider and evaluate any unsolicited bid made for the Corporation,
to provide the Board with adequate time to identify, develop and
negotiate value-enhancing alternatives, if considered appropriate,
to any such unsolicited bid, to encourage the fair treatment of
shareholders in connection with any take-over bid for the
Corporation and to ensure that any proposed transaction is in the
best interests of the shareholders of the Corporation.
The Rights Plan was not proposed in response to,
or in anticipation of, any pending, threatened or proposed
acquisition or take-over bid. The Board did not adopt the Rights
Plan to prevent a take-over of the Corporation, to secure the
continuance of management, the directors of the Board in their
respective offices or to defer offers for the shares of the
Corporation. The issuance of the rights under the Rights Plan will
not change the manner in which shareholders trade their shares.
The Rights Plan is not triggered if an offer to
acquire Corporation shares is made as a "permitted bid" and thereby
allows sufficient time for the Board and shareholders to consider
and react to the offer. The plan will be available for viewing at
www.SEDAR.com.
The Rights Plan has been conditionally accepted
by the TSX Venture Exchange. The Rights Plan must be confirmed by
shareholders at a meeting to be held within six months.
TriOil also announces that Mr. Glenn Hockley, an independent director, has been
appointed as the non-executive Chairman of the Board.
Mr. Hockley has served on the TriOil Board since January, 2010
and is an independent businessman with a significant resume of oil
and gas experience in board of director, special committee and
executive officer roles.
TriOil also announces that its special committee
of independent directors (the "Special Committee") is
continuing the review of the Corporation's strategic plan and ways
to enhance and maximize shareholder value. Following receipt
of TriOil's December 31, 2012 reserve
report anticipated for late March, 2013, the Special Committee's
financial advisors will immediately be contacting a broad spectrum
of parties to solicit interest in a possible strategic transaction
with the Corporation.
Further updates in respect of the Corporation's
strategic process will be made in due course. The Corporation
cautions that there are no assurances or guarantees that this
process will result in any transactions or, if any transactions are
undertaken, the terms or timing of any such transactions.
TriOil is a Calgary,
Alberta based company engaged in the exploration,
development and production of petroleum and natural gas.
TriOil trades on the TSX Venture Exchange under
the symbol "TOL". As of February 19,
2013, there are approximately 64.0 million shares issued and
outstanding (70.1 million fully diluted).
Neither the TSX Venture Exchange not 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 news release.
Advisory
The information in this press release
contains certain forward-looking statements. These statements
relate to future events or our future performance. All statements
other than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions. These
statements involve substantial known and unknown risks and
uncertainties, certain of which are beyond TriOil's control,
including: the impact of general economic conditions; industry
conditions; changes in laws and regulations including the adoption
of new environmental laws and regulations and changes in how they
are interpreted and enforced; fluctuations in commodity prices and
foreign exchange and interest rates; stock market volatility and
market valuations; volatility in market prices for oil and natural
gas; liabilities inherent in oil and natural gas operations;
uncertainties associated with estimating oil and natural gas
reserves; competition for, among other things, capital,
acquisitions, of reserves, undeveloped lands and skilled personnel;
incorrect assessments of the value of acquisitions; changes in
income tax laws or changes in tax laws and incentive programs
relating to the oil and gas industry, geological, technical,
drilling and processing problems and other difficulties in
producing petroleum reserves; and obtaining required approvals of
regulatory authorities. TriOil's actual results, performance or
achievement could differ materially from those expressed in, or
implied by, such forward-looking statements and, accordingly, no
assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur or, if any of
them do, what benefits that TriOil will derive from them. Except as
required by law, TriOil undertakes no obligation to publicly update
or revise any forward-looking statements.
SOURCE TriOil Resources Ltd.