NuVista and Rider Announce Mailing of Joint Information Circular and Proxy Statement With Respect to Plan of Arrangement
CALGARY, ALBERTA--(Marketwire - Feb. 5, 2008) - NuVista Energy Ltd. ("NuVista") (TSX:NVA) and Rider Resources Ltd. ("Rider") (TSX:RRZ) are pleased to announce that the Joint Information Circular and Proxy Statement (the "Information Circular") with respect to the previously announced business combination of NuVista and Rider will be mailed to shareholders of record on February 5, 2008. The business combination will be effected by way of a Plan of Arrangement (the "Arrangement"). The Information Circular contains a detailed description of the Arrangement and is available on SEDAR (www.sedar.com) as well as on each of the NuVista and Rider websites (www.nuvistaenergy.com and www.riderres.com, respectively). The special meeting of the shareholders of NuVista to vote on the Arrangement will be held on Monday, March 3, 2008 at 9:00 a.m. (Calgary time) and the special meeting of the shareholders of Rider to vote on the Arrangement will be held on Monday, March 3, 2008 at 10:00 a.m. (Calgary time) (collectively, the "Meetings"). Both Meetings will be held at the same location in the Strand/Tivoli Room, Metropolitan Centre, 333-4th Avenue S.W., Calgary, Alberta.
The Arrangement is expected to close on or about March 4, 2008. Completion of the Arrangement is subject to, among other conditions, the approval of the Court of Queen's Bench of Alberta, receipt of all necessary regulatory approvals, the approval by at least 66 2/3% of the votes cast by Rider shareholders who vote at the Rider Meeting, the approval by a majority of the votes cast by NuVista shareholders who vote at the NuVista Meeting, and the prior or concurrent completion of an investment by Ontario Teachers' Pension Plan Board of 6,000,000 units of NuVista ("Units") for gross proceeds of $84,000,000. Each Unit consists of one NuVista share and one-half of a warrant of NuVista, each of which whole NuVista warrant entitles the holder thereof to acquire, subject to adjustment, one NuVista share for $15.50, expiring twelve months from the date of issuance of the NuVista warrants.
All NuVista shareholders and Rider shareholders are encouraged to vote in person or by proxy at their respective Meetings.
About NuVista
NuVista is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "NVA".
About Rider
Rider is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "RRZ".
Advisory Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by NuVista and Rider, including expectations and assumptions concerning the timing of receipt of regulatory and securityholder approvals. Although NuVista and Rider believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because NuVista and Rider can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. This press release contains forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement. NuVista and Rider have provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and court approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect NuVista's, Rider's or the combined company's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), in the case of NuVista, at NuVista's website (www.nuvistaenergy.com), and in the case of Rider, at Rider's website (www.riderres.com). The forward-looking statements and information contained in this press release are made as of the date hereof and NuVista and Rider undertake no 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.
The Arrangement is expected to close on or about March 4, 2008. Completion of the Arrangement is subject to, among other conditions, the approval of the Court of Queen's Bench of Alberta, receipt of all necessary regulatory approvals, the approval by at least 66 2/3% of the votes cast by Rider shareholders who vote at the Rider Meeting, the approval by a majority of the votes cast by NuVista shareholders who vote at the NuVista Meeting, and the prior or concurrent completion of an investment by Ontario Teachers' Pension Plan Board of 6,000,000 units of NuVista ("Units") for gross proceeds of $84,000,000. Each Unit consists of one NuVista share and one-half of a warrant of NuVista, each of which whole NuVista warrant entitles the holder thereof to acquire, subject to adjustment, one NuVista share for $15.50, expiring twelve months from the date of issuance of the NuVista warrants.
All NuVista shareholders and Rider shareholders are encouraged to vote in person or by proxy at their respective Meetings.
About NuVista
NuVista is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "NVA".
About Rider
Rider is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "RRZ".
Advisory Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by NuVista and Rider, including expectations and assumptions concerning the timing of receipt of regulatory and securityholder approvals. Although NuVista and Rider believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because NuVista and Rider can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. This press release contains forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement. NuVista and Rider have provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and court approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect NuVista's, Rider's or the combined company's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), in the case of NuVista, at NuVista's website (www.nuvistaenergy.com), and in the case of Rider, at Rider's website (www.riderres.com). The forward-looking statements and information contained in this press release are made as of the date hereof and NuVista and Rider undertake no 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.
Rider Resources Ltd.
Craig W. Stewart
President and Chief Executive Officer
(403) 781-2445
or
Rider Resources Ltd.
John W. Ferguson, Vice President, Chief Financial Officer
and Corporate Secretary
(403) 781-2446
Email: info.rider@riderres.com
Website: www.riderres.com
or
NuVista Energy Ltd.
Alex G. Verge
President and Chief Executive Officer
(403) 538-8501
or
NuVista Energy Ltd.
Robert F. Froese
Vice President, Finance and Chief Financial Officer
(403) 538-8530
Email: inv_rel@nuvistaenergy.com
Website: www.nuvista.com
