Celtic Announces Investment Canada Approval of Proposed Acquisition by
ExxonMobil Canada Ltd.
CALGARY, ALBERTA -- (Marketwire) -- 02/20/13 -- Celtic Exploration
Ltd. ("Celtic") (TSX:CLT) is pleased to announce that under the terms
of the Investment Canada Act, the Minister of Industry has approved
the proposed acquisition of Celtic by a subsidiary of ExxonMobil
Canada Ltd. ("ExxonMobil Canada"). No further regulatory approvals
The proposed acquisition of Celtic by ExxonMobil Canada is to be
carried out by way of a plan of arrangement under the Business
Corporations Act (Alberta) (the "Arrangement") and the Arrangement is
expected to be completed on or about February 26, 2013, assuming the
satisfaction or waiver of the conditions specified in the arrangement
agreement dated October 16, 2012 (the "Arrangement Agreement")
between Celtic, ExxonMobil Canada, ExxonMobil Celtic ULC and Kelt
The register maintained by the trustee of the 5.00% convertible
unsecured subordinated debentures of Celtic due April 30, 2017 (the
"Debentures") will be closed on February 20, 2013. Holders of
Debentures will not be able to convert Debentures into common shares
of Celtic after such time and will instead be entitled to receive the
consideration provided for under the Arrangement.
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. The common shares of Celtic are listed on the
Toronto Stock Exchange under the symbol CLT.
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 statements or
information. In particular, this press release contains
forward-looking statements and information concerning the ability of
the parties to satisfy the conditions to, and to complete, the
Arrangement and the anticipated timing of completion of the
In respect of such forward-looking statements and information, Celtic
has provided such statements and information in reliance on certain
assumptions, including assumptions as to the ability of the parties
to satisfy, in a timely manner, the conditions specified in the
Arrangement Agreement. Although Celtic believes that the 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 uncertainties, 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 factors and risks include, but are not limited to, the risk
that the conditions to the completion of the Arrangement set forth in
the Arrangement Agreement may not be satisfied or waived in a timely
manner or at all; and the risk that the Arrangement may not close
when planned or at all on the terms and conditions set forth in the
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional factors that could affect Celtic are included
in the documents filed by Celtic with the applicable securities
regulatory authorities and may be accessed through the SEDAR website
Celtic's 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.
Celtic Exploration Ltd.
David J. Wilson
President and Chief Executive Officer
Celtic Exploration Ltd.
Sadiq H. Lalani
Vice President, Finance and Chief Financial Officer
Celtic Exploration Ltd.
Suite 600, 321 - 6th Avenue SW
Calgary, Alberta, Canada T2P 3H3
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