PetroBakken Announces Reorganization of Petrobank and

PetroBakken Announces Reorganization of Petrobank and PetroBakken 
CALGARY, ALBERTA -- (Marketwire) -- 10/29/12 -- PetroBakken Energy
Ltd. ("PetroBakken") (TSX:PBN) is pleased to announce our
participation in a corporate reorganization that will see
shareholders of Petrobank Energy and Resources Ltd. ("Petrobank")
(TSX:PBG) receive Petrobank's 57% interest in PetroBakken (the
"Reorganization"). Petrobank and PetroBakken have signed an
arrangement agreement detailing the terms and conditions of the
Reorganization.  
Pursuant to the Reorganization, a new Alberta corporation will be
formed ("New Petrobank") which will acquire all of the existing
assets and liabilities of Petrobank, including THAI(R) and related
technologies but excluding Petrobank's ownership interest in
PetroBakken shares, and existing shareholders of Petrobank will
receive one share of New Petrobank for each Petrobank share held.
Following this distribution of Petrobank's heavy oil business to New
Petrobank, Petrobank and PetroBakken will, through a series of
transactions, amalgamate, with the resulting company to continue
under the name "PetroBakken Energy Ltd." ("New PetroBakken").
Existing PetroBakken shareholders will receive one share of New
PetroBakken for every share of PetroBakken held prior to the
Reorganization and Petrobank shareholders will receive, in aggregate,
a number of New PetroBakken shares equal to the number of PetroBakken
shares held by Petrobank immediately prior to the Reorganization.
Further details in respect of New Petrobank can be found in
Petrobank's press release, which can be accessed on Petrobank's
website at www.petrobank.com.  
This Reorganization is designed to enhance long-term value for
Petrobank and PetroBakken shareholders and is consistent with our
long-held corporate goal of enhancing shareholder value by creating
strong, independent and focused companies. PetroBakken is anticipated
to benefit from the Reorganization through an increase to our
publicly traded float, which should provide additional liquidity in
the market, and the elimination of any share price trading discounts
due to the perceived overhang of a control block owned by the parent
company.  
The Reorganization will not result in any changes to the existing
Board and senior management of PetroBakken and we will continue to
pursue our strategy of delivering accretive production and reserves
growth, along with an attractive dividend yield. The Reorganization
will also not affect the PetroBakken dividend policy and shareholders
are expected to continue to receive monthly dividends. Pursuant to
the Arrangement Agreement, Petrobank will receive the December 2012
dividend (to be paid January 15 2013) with respect to the PetroBakken
shares it holds immediately prior to the Reorganization, and former
Petrobank shareholders will receive any dividends declared on the New
PetroBakken shares following the effective date of the
Reorganization.  
The Reorganization is expected to be non-taxable to PetroBakken and
its shareholders. Tax information will be published on the websites
of both Petrobank and PetroBakken in the near future; however
shareholders are encouraged to seek the advice of their own tax
professionals.  
The Reorganization is subject to the approval of the shareholders of
each of Petrobank and PetroBakken. It is anticipated that a
joint-management information circular containing additional
information with respect to the Reorganization will be mailed to each
Petrobank and PetroBakken shareholder in mid-November and meetings of
the shareholders of each of Petrobank and PetroBakken will be held in
mid-December, 2012. The Board of Directors of each company, upon
considering the recommendations of their respective independent
committees, have recommended that their shareholders approve the
Reorganization. Pending approvals from the shareholders of each
company, approval of applicable courts, receipt of appropriate
regulatory approvals and satisfaction of other customary closing
conditions, the transaction is scheduled to become effective on
December 31, 2012.  
PetroBakken Energy Ltd. is an oil and gas exploration and production
company combining light oil Bakken and Cardium resource plays with
conventional light oil assets, delivering industry leading operating
netbacks, strong cash flows and production growth. PetroBakken is
applying leading edge technology to a multi-year inventory of Bakken
and Cardium light oil development locations. Our strategy is to
deliver accretive production and reserves growth, along with an
attractive dividend yield. 
Forward-Looking Statements. Certain information provided in this
press release constitutes forward-looking statements. Specifically,
this press release contains forward-looking statements relating to
the terms of and timing for completion of the Reorganization, timing
of mailing of shareholder materials and holding of shareholder
meetings, payment of future dividends, expected tax treatment of the
Reorganization and the future business of Petrobank and PetroBakken.
Forward-looking statements are necessarily based upon assumptions and
judgements with respect to the future including, but not limited to,
the receipt of required shareholder and regulatory approvals and
satisfaction of other conditions to the Reorganization, the outlook
for commodity markets and capital markets, the performance of
producing wells and reservoirs, well development and operating
performance, general economic and business conditions, weather, the
regulatory and legal environment and other risks associated with oil
and gas operations. The reader is cautioned that assumptions used in
the preparation of such information, although considered reasonable
at the time of preparation, may prove to be incorrect. Actual results
achieved during the forecast period will vary from the information
provided herein as a result of numerous known and unknown risks and
uncertainties and other factors. You can find a discussion of certain
of those risks and uncertainties in our Canadian securities filings.
Such factors include, but are not limited to: general economic,
market and business conditions; fluctuations in oil prices; the
results of exploration and development drilling, recompletions and
related activities; timing and rig availability, fluctuation in
foreign currency exchange rates; the uncertainty of reserve
estimates; changes in environmental and other regulations; risks
associated with oil and gas operations; risks associated with the
approval of the Reorganization by our shareholders, the receipt of
regulatory approvals, the satisfaction of other conditions to the
Reorganization, and other factors, many of which are beyond the
control of Petrobank and PetroBakken. There is no representation by
Petrobank or PetroBakken that actual results achieved during the
forecast period will be the same in whole or in part as those
forecast. Except as may be required by applicable securities laws,
neither Petrobank nor PetroBakken assumes any obligation to publicly
update or revise any forward-looking statements made herein or
otherwise, whether as a result of new information, future events or
otherwise. 
Contacts:
PetroBakken Energy Ltd.
John D. Wright
President and Chief Executive Officer
(403) 268.7800 
PetroBakken Energy Ltd.
Peter D. Scott
Senior Vice President and Chief Financial Officer
(403) 268.7800 
PetroBakken Energy Ltd.
Bill A. Kanters
Vice President Capital Markets
(403) 268.7800 
PetroBakken Energy Ltd.
Eighth Avenue Place, 2800, 525 - 8th Avenue S.W.
Calgary, Alberta T2P 1G1
(403) 268.7800
(403) 218.6075 (FAX)
ir@petrobakken.com
www.petrobakken.com
 
 
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