Celtic Exploration Securityholders Approve Plan of

Celtic Exploration Securityholders Approve Plan of Arrangement With
ExxonMobil 
CALGARY, ALBERTA -- (Marketwire) -- 12/14/12 -- Celtic Exploration
Ltd. ("Celtic") (TSX:CLT) announced today that holders
("Shareholders") of common shares of Celtic ("Celtic Shares") and
holders ("Debentureholders") of 5.00% convertible unsecured
subordinated debentures of Celtic due April 30, 2017 ("Debentures")
have each approved the special resolution relating to the proposed
acquisition of Celtic by ExxonMobil Celtic ULC (the "Purchaser"), an
indirect subsidiary of Exxon Mobil Corporation, pursuant to a plan of
arrangement under the Business Corporations Act (Alberta) (the
"Arrangement").  
The Arrangement was approved by approximately 99.82% of the votes
cast by Shareholders and by holders of 71.81% of the aggregate
principal amount of Debentures (of which 100% were voted in favour of
the Arrangement) at the special meeting of Shareholders and
Debentureholders held earlier today (the "Meeting"). The final order
in respect of the Arrangement was also granted today by the Court of
Queen's Bench of Alberta.  
At the Meeting, Shareholders also approved ordinary resolutions
approving: (i) a stock option plan for Kelt Exploration Ltd. ("Kelt")
to be effective upon completion of the Arrangement; (ii) a restricted
share unit plan for Kelt to be effective upon completion of the
Arrangement; and (iii) the private placement of up to 6,000,000
common shares of Kelt ("Kelt Shares") at a subscription price equal
to the estimated net asset value of Kelt on a per share basis
following completion of the Arrangement, of C$2.32 per Kelt Share,
for aggregate gross proceeds of approximately C$13.9 million (the
"Private Placement"). The Private Placement is expected to close
immediately following completion of the Arrangement. 
The closing of the Arrangement remains subject to the receipt of the
approval of the Arrangement under the Investment Canada Act (the
"Investment Canada Approval") and the satisfaction or waiver of the
other conditions specified in the arrangement agreement between
Celtic, ExxonMobil Canada Ltd., the Purchaser and Kelt entered into
on October 16, 2012 (the "Arrangement Agreement"). A "no action"
letter confirming that the Commissioner of Competition does not
intend to make an application to the Competition Tribunal under
section 92 of the Competition Act (Canada) (the "Competition Act") in
respect of the Arrangement has been received and accordingly, no
further approval is required under the Competition Act. 
About Celtic  
Celtic is a Calgary, Alberta, Canada-based oil and gas company
focused on exploration, development and production of crude oil and
natural gas resources primarily in west central Alberta. Celtic holds
large acreage positions in the Montney and Duvernay resource gas
plays. Throughout its history, Celtic has a proven track record of
growing reserves, production and the underlying value of the company
for its shareholders. Celtic Shares are listed on the Toronto Stock
Exchange under the symbol CLT.  
About Kelt 
It is anticipated that Kelt will be a new publicly listed junior oil
and gas exploration and production company led by Celtic's current
management team, including David J. Wilson and Sadiq H. Lalani. Kelt
expects to be a growth oriented company with initial production of
approximately 3,300 BOE per day and an initial land position
consisting of approximately 53,730 acres in the following three core
areas: (a) a natural gas property at Grande Cache, Alberta; (b) a
liquids-rich natural gas property at Inga, British Columbia; and (c)
an oil prospect at Karr, Alberta. 
Cautionary Statement on Forward-Looking Statements and Information 
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",
"continue", "estimate", "objective", "ongoing", "may", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify forward-looking information or
statements. In particular, forward-looking statements and information
in this press release include, but are not limited to: statements
concerning the Investment Canada Approval; the ability of the parties
to satisfy the other conditions to, and to complete, the Arrangement;
the closing of the Private Placement and the anticipated proceeds to
be realized thereunder; the estimated net asset value of Kelt upon
completion of the Arrangement; and the business, properties and
management of Kelt upon completion of the Arrangement.  
The forward-looking statements and information contained in this
press release are based on certain key expectations and assumptions
made by Celtic, including, but not limited to: expectations and
assumptions concerning the ability to obtain the Investment Canada
Approval; the ability of the parties to satisfy the other conditions
to the closing of the Arrangement; the completion of the Arrangement
as currently contemplated; the completion of the Private Placement as
currently contemplated; and the business, properties and management
of Kelt upon completion of the Arrangement. Although Celtic believes
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 there can be 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. Actual results could differ materially from
those currently anticipated due to a number of factors and risks.
These include, but are not limited to: the risk that the Arrangement
may not close when planned or at all or on the terms and conditions
set forth in the Arrangement Agreement; the failure to obtain the
necessary Investment Canada Approval and other third party approvals
required in order to proceed with the Arrangement; the failure to
complete the Private Placement on the terms currently contemplated;
operational risks in development, exploration and production for oil
and gas; delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve and resource estimates; health, safety and environmental
risks; commodity price and exchange rate fluctuations; marketing and
transportation; loss of markets; environmental risks; competition;
incorrect assessment of the value of acquisitions; ability to access
sufficient capital from internal and external sources; and changes in
legislation, including, but not limited to, tax laws, royalties and
environmental regulations. Readers are cautioned that the foregoing
list of factors is not exhaustive.  
Management has included the above summary of assumptions and risks
related to the forward-looking statements and information provided in
this press release in order to provide Celtic securityholders with a
more complete perspective on the proposed Arrangement and such
information may not be appropriate for other purposes. Actual
results, performance or achievement could differ materially from
those expressed in, or implied by, these forward-looking statements
and information and, accordingly, no assurance can be given that any
of the events anticipated by the forward-looking statements and
information contained in this press release will transpire or occur,
or if any of them do so, what benefits may be derived therefrom.  
The forward-looking statements and information contained in this
press release are made as of the date hereof and Celtic undertakes no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events, or results or otherwise, other than as required by
applicable securities laws. 
Cautionary Statement on BOEs 
Where amounts are expressed on a barrel of oil equivalent ("BOE")
basis, natural gas volumes have been converted to oil equivalence at
six thousand cubic feet per barrel and sulphur volumes have been
converted to oil equivalence at 0.6 long tons per barrel. The term
BOE may be misleading, particularly if used in isolation. A BOE
conversion ratio of six thousand cubic feet per barrel is based on an
energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the
wellhead.  
This release does not constitute an offer to purchase or a
solicitation of an offer to sell any security, or a solicitation of
votes with respect to any security. 
Contacts:
Celtic Exploration Ltd.
Suite 600, 321 - 6th Avenue SW
Calgary, Alberta, Canada T2P 3H3 
Celtic Exploration Ltd.
David J. Wilson
President and Chief Executive Officer
403-201-5340 
Celtic Exploration Ltd.
Sadiq H. Lalani
Vice President, Finance and Chief Financial Officer
403-215-5310
www.celticex.com
 
 
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