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Abstract
Anglo Canadian Oil Corp. ("Anglo") (TSX VENTURE:ACG) and Tallgrass Energy Corp., ("Tallgrass" or the "Company") are pleased to announce that they have entered into a definitive arrangement agreement effective September 10, 2012 (the "Arrangement Agreement") to effect a strategic business combination by way of amalgamation (the "Amalgamation") resulting in the formation of an approximately 600 boe per day (72% oil+ngl), light oil focused, growth-oriented junior exploration and production company with a large land base of approximately 440 undeveloped sections. The Amalgamation is subject to shareholder and regulatory approval and satisfaction of all conditions of the Arrangement Agreement.
Tallgrass shareholders will exchange each of their issued and outstanding common shares ("Tallgrass Common Shares") for one common share of New Tallgrass and Anglo shareholders will exchange their issued and outstanding common shares of Anglo ("Anglo Common Shares") on the basis of 14.4887 Anglo Common Shares for each New Tallgrass common share. The vesting of the outstanding Anglo stock options will be accelerated and will be exercisable until the earlier of the expiry date of such option and the date that is 90 days following the effective date of the Arrangement. Outstanding Anglo warrants will be adjusted in accordance with their terms such that Anglo warrants will be exercisable into New Tallgrass common shares instead of Anglo Common Shares and into such number of New Tallgrass Common Shares as a holder of Anglo Common Shares is entitled to receive pursuant to the Arrangement.
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the proposed Amalgamation, receipt of shareholder and regulatory approval of the Amalgamation, the timing and anticipated closing date for the Amalgamation and proposed Tallgrass financing. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.