Pursuant to the revised Agreement, Questerre will acquire all of the outstanding shares of Magnus, on a fully diluted basis, through the issuance of 7.80 million common shares of Questerre. Subject to the fulfillment of conditions precedent, including a proposed $9.3 million equity placement by Magnus, Magnus shareholders will receive 0.015316 of a Questerre Share for each Magnus Class A share. Each Magnus Class B share will be exchanged for 10 Magnus Class A shares prior to the exchange of Magnus Class A shares for Questerre Shares. The Agreement also contemplates that Questerre will assume and fully satisfy Magnus’s secured debt of approximately $17 million.
The Arrangement is subject to receipt of all applicable regulatory and shareholder approvals. On October 3, 2007, Magnus obtained an interim order from the Court of Queen’s Bench of Alberta providing for, among other things, the holding of a shareholder meeting on October 31, 2007, to approve the Arrangement (the “Meeting”).
The Arrangement requires the approval of 66 2/3% of the votes cast by the Magnus shareholders at the Meeting. Furthermore, the Arrangement must be approved by a majority of the votes cast by the Magnus shareholders, after excluding the votes cast in respect of shares beneficially held by Magnus’ directors, officers and other shareholders whose votes may not be included in determining minority approval of a business combination pursuant to OSC Rule 61-501. Directors, officers and insiders of Magnus holding in excess of 24.6% of the issued and outstanding Magnus Class A shares have agreed to vote their shares in favor of the Arrangement. The Arrangement is expected to close immediately following the Meeting with receipt of final Court approval scheduled for the afternoon of October 31, 2007.
Questerre Energy Corporation is a Calgary-based independent resource company actively engaged in the exploration, development and acquisition of high-impact exploration and development oil and gas projects in Canada.
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