NuVista and Rider Announce Shareholder and Court Approval of Plan of Arrangement
CALGARY, ALBERTA--(Marketwire - March 3, 2008) - NuVista Energy Ltd. ("NuVista") (TSX:NVA) and Rider Resources Ltd. ("Rider") (TSX:RRZ) are pleased to announce that the Plan of Arrangement (the "Arrangement") related to the business combination of NuVista and Rider was approved today at the special meeting of shareholders of Rider with 99.4% of the votes cast by Rider shareholders at the meeting in favour of the Arrangement. The Arrangement was also approved today at the special meeting of shareholders of NuVista with 99.9% of the votes cast by NuVista shareholders at the meeting in favour of the Arrangement. The Court of Queen's Bench of Alberta also granted today the Final Order required in connection with the Arrangement. Subject to the concurrent completion of an investment by Ontario Teachers' Pension Plan ("OTPP") in 6,000,000 units of NuVista ("Units") for gross proceeds of $84,000,000 (the "Investment") and subject to the satisfaction of standard closing conditions, the combination of NuVista and Rider is expected to become effective March 4, 2008. Each Unit to be issued by NuVista pursuant to the Investment will consist of one NuVista share and one-half of a warrant of NuVista, each of which whole NuVista warrant will entitle OTPP to acquire, subject to adjustment, one NuVista share for $15.50. The NuVista warrants expire twelve months from the date of issuance.Under the terms of the Arrangement, each Rider common share will be exchanged for 0.3540 of a NuVista common share on a tax-deferred basis for Rider shareholders who are Canadian residents. The business combination of NuVista and Rider, which will continue under the name "NuVista Energy Ltd.", will result in a strong intermediate exploration and production company with a continued focus on disciplined growth.About NuVistaNuVista is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "NVA".About RiderRider is an independent Canadian oil and natural gas exploration, development and production company with its common shares trading on the Toronto Stock Exchange under the symbol "RRZ".Advisory Regarding Forward-Looking StatementsThis 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", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by NuVista and Rider. Although NuVista and Rider believe 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 NuVista and Rider can give 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. This press release contains forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement. NuVista and Rider have provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time. These dates may change for a number of reasons, including the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect NuVista's, Rider's or the combined company's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), in the case of NuVista, at NuVista's website (www.nuvistaenergy.com), and in the case of Rider, at Rider's website (www.riderres.com). The forward-looking statements and information contained in this press release are made as of the date hereof and NuVista and Rider undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.