CALGARY, ALBERTA--(Marketwire - May 3, 2011) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
NuLoch Resources Inc. (TSX VENTURE:NLR) (OTCQX:NULCF) ("NuLoch") is pleased to announce that it has completed the previously announced arrangement (the "Arrangement") with Magnum Hunter Resources Corporation ("Magnum Hunter"), whereby Magnum Hunter indirectly acquired all of the issued and outstanding Class A shares of NuLoch ("NuLoch Shares"). As a result of the Arrangement, NuLoch is now an indirect wholly owned subsidiary of Magnum Hunter.
Pursuant to the Arrangement, each NuLoch Share entitled the holder to receive, at the holder's election, either: (i) 0.3304 of a share of common stock of Magnum Hunter (a "MHR Share"); (ii) 0.3304 of an exchangeable share (an "Exchangeable Share") of MHR Exchangeco Corporation ("Exchangeco"), a Canadian subsidiary of Magnum Hunter; or (iii) a combination thereof. The Exchangeable Shares: (i) have voting rights, dividend entitlements and other attributes corresponding to those of the MHR Shares; and (ii) are exchangeable, at each holder's option, for MHR Shares. The Exchangeable Shares will, upon the direction of the board of directors of Exchangeco, be exchanged for MHR Shares one year from the effective date of the Arrangement, subject to applicable law, unless exchanged earlier upon the occurrence of certain events. The Arrangement was completed pursuant to a statutory plan of arrangement under section 193 of to the Business Corporations Act (Alberta) and was approved at a meeting of the securityholders of NuLoch and by the Court of Queen's Bench of Alberta on April 28, 2011. Complete details regarding the Arrangement are set out in the management information circular of NuLoch dated March 25, 2011, a copy of which is available on SEDAR at www.sedar.com.
An application has been made to the TSX Venture Exchange to delist the NuLoch Shares.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.