Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Gold/Mining/Energy : Canadian-under $3.00 Stock-Picking Challenge -- Ignore unavailable to you. Want to Upgrade?

To: The Osprey who wrote (8146)	5/8/2002 11:39:23 AM
From: The Osprey	Respond to of 11802

Rally Energy Corp - News Release Rally, Scimitar finalize preacquisition agreement Rally Energy Corp YRY Shares issued 12,901,847 May 7 2002 close $.620 Wednesday May 8 2002 News Release Mr. Angus Mackenzie of Scimitar reports SCIMITAR HYDROCARBONS CORPORATION AND RALLY ENERGY CORP. FINA ... Scimitar Hydrocarbons has signed a preacquisition agreement with Rally Energy in respect of a proposed business combination of Rally and Scimitar whereby Rally will acquire from or exchange with all of the holders of common shares of Scimitar all Scimitar shares on the basis of one common share of Rally for each 2.2 Scimitar shares. Since the October, 2001, commerciality declaration of the Issaran project, Scimitar now has the opportunity to significantly expand its Egyptian investment and increase oil production from its currently estimated level of 700 barrels of oil per day. Additionally, Scimitar was awarded an exploration licence and concession agreement for gas/condensate properties in Pakistan and has commenced the two-year evaluation period. In order to access the management expertise and additional capital required to enhance shareholder value, Scimitar has explored a number of options, including debt financing, joint ventures and various agreements. As a result of this review, the board of directors of Scimitar has unanimously approved the proposed transaction with Rally. The board of directors of Rally has also approved the proposed transaction. The proposed transaction is subject to a number of terms and conditions including: (i) the execution of a definitive acquisition agreement; (ii) if the proposed transaction is structured as a plan of arrangement, the approval by holders of Scimitar shares of a special resolution approving the proposed transaction; (iii) if required under applicable law, the approval of the proposed transaction by shareholders of Rally; (iv) the completion of due diligence to the satisfaction of both parties; (v) receipt by each of Rally and Scimitar of an opinion from its respective financial adviser that the proposed transaction is fair, from a financial point of view, to its shareholders; (vi) the repayment by Scimitar of the outstanding $900,000 loan which was provided by an arm's-length third party in February, 2002; and (vii) Rally shall have completed or obtained irrevocable subscriptions for an equity financing for minimum gross proceeds of $4-million. The management of Rally will assume management of Scimitar's international projects, effective immediately. Angus A. Mackenzie and James S. Palmer will be appointed to the board of directors of the combined entity. Rally and Scimitar have each agreed that it will not solicit any offer or expression of interest to acquire any material portion of its assets outside of the ordinary course of business or securities, subject to the fiduciary obligations of the boards of directors to their respective shareholders. In addition, each of Rally and Scimitar has agreed to pay a non-completion fee of $250,000 in certain circumstances. Jennings Capital Inc. has been retained as financial adviser to the board of directors of Scimitar to provide a written opinion with respect to the fairness of the financial terms of the proposed transaction. Certain shareholders of Scimitar who hold approximately 25 per cent of the current outstanding Scimitar shares (and 31 per cent of the outstanding Scimitar shares calculated on a fully diluted basis), including all officers and directors of Scimitar, have agreed to tender their shares to or vote their shares in favour of the proposed transaction. (c) Copyright 2002 Canjex Publishing Ltd. canada-stockwatch.com