MGM Energy Corp. Announces Receipt of Proposal From Paramount Resources Ltd.

MGM Energy Corp. Announces Receipt of Proposal From Paramount Resources Ltd. 
FOR: MGM Energy Corp. 
MARCH 11, 2014 
MGM Energy Corp. Announces Receipt of Proposal From Paramount Resources Ltd. 
CALGARY, ALBERTA--(Marketwired - March 11, 2014) - MGM Energy Corp. (TSX:MGX)
("MGM Energy" or the "Company") today announced that the
Company has received a proposal (the "Proposal") from Paramount
Resources Ltd. ("Paramount") to purchase all of the common shares of
the Company not currently owned by Paramount. Under the Proposal, all
shareholders of MGM Energy would receive one Class A Common Share of Paramount
for every 300 common shares of MGM Energy. Based on the current trading price
of Paramount common shares on the Toronto Stock Exchange ("TSX") of
approximately $45.00 per share, this represents $0.15 per MGM Energy common
Paramount currently owns 54,147,432 common shares of MGM Energy representing
approximately 13.9% of the currently issued and outstanding common shares of
MGM Energy. Clayton Riddell, Chief Executive Officer of both Paramount and MGM
Energy, currently owns 122,835,180 common shares of MGM Energy, representing
approximately 31.6% of the currently issued and outstanding common shares of
MGM Energy. Mr. Riddell has indicated to Paramount that he would support this
transaction as it relates to his holdings in MGM Energy common shares.  
Paramount has proposed that the transaction proceed by way of an arrangement
under the Business Corporations Act (Alberta), which requires shareholder
approval and the approval of the Court of Queen's Bench of Alberta. If the
transaction proceeds, it will also be subject to the requirements of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") which requires that: (i) a formal
independent valuation of MGM Energy be prepared under the supervision of a
committee of independent members of the MGM Energy board of directors; (ii) the
valuation be disclosed to the shareholders of MGM Energy; and (iii) the
transaction be approved by a "majority of the minority" shareholders
of MGM Energy.   
A committee of the independent members of the board of directors of MGM Energy
(the "Committee") is expected to be established at a regularly
scheduled board meeting to take place on March 12, 2014. Additional information
will be provided regarding the Committee and the process in respect of the
Proposal after market close on March 12, 2014.  
Shareholders are cautioned that the Company has only received the Proposal and
that no decisions or recommendations have been made by the Committee or the
board of directors of MGM Energy in response to that Proposal. The Proposal is
non-binding and is subject to a number of important conditions in favour of
Paramount. In addition, the Proposal provides that MGM Energy will be permitted
to seek alternative acquisition proposals for a period of time after any
definitive agreement is entered into. There can be no assurance that the
transaction contemplated by the Proposal, or any other transaction, will be
proceeded with or recommended by the board of directors.  
MGM Energy is a Canadian oil and natural gas exploration and development
company active in Northern Canada. MGM Energy's common shares are listed
on the Toronto Stock Exchange under the symbol "MGX".  
This document contains "forward-looking statements" regarding
Paramount's Proposal including statements regarding the Proposal and terms
and conditions thereof. Readers are cautioned not to place undue reliance on
forward-looking statements. Actual results and developments may differ
materially from those contemplated by these statements depending on, among
other things, the risk that the parties will not proceed with the transaction,
that the terms of the transaction will vary materially from those proposed, and
that the conditions precedent to proceeding with the transaction may not be met
on a timely basis or at all, including negotiation and execution of definitive
documentation. The forward-looking statements contained herein are made at the
date of this document and the Company does not undertake any obligation to
update publicly or revise any of the forward-looking statements contained in
this document, whether as a result of new information, future event or
otherwise, except as required by applicable securities laws. 
MGM Energy Corp.
Henry Sykes
(403) 781-7800
(403) 781-7801
MGM Energy Corp.
Rick Miller
Chief Financial Officer
(403) 781-7800
(403) 781-7801 
INDUSTRY:  Energy and Utilities - Oil and Gas  
-0- Mar/11/2014 12:00 GMT
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