Jun 11 - Border Petroleum Announces Execution of Amalgamation Agreement in Respect of Previously Announced Business Combination

Source Press Release
Company Border Petroleum Limited 
Tags Deals, Upstream Activities
Date June 17, 2011

Border Petroleum Corp. ("Border" or the "Corporation") is pleased to announce that, in respect of its previously announced business combination, Border has entered into an amalgamation agreement (the "Agreement") dated June 15, 2011, among the Corporation, Canflame Energy Ltd. ("Canflame") and 1603864 Alberta Ltd., a wholly owned subsidiary of the Corporation. Pursuant to the Agreement, the parties intend to effect a business combination by way of an amalgamation (the "Amalgamation") whereby the Corporation will acquire all of the issued and outstanding shares of Canflame ("Canflame Shares") pursuant to the provisions of the Business Corporations Act (Alberta). Pursuant to the Agreement, shareholders and debenture holders of Canflame (the "Canflame Stakeholders") will receive 36,540,000 common shares of Border ("Border Shares"). Seventy five percent (75%) of the Border Shares issued to the Canflame Stakeholders will be subject to a voluntary hold period of four months from the date of closing of the Amalgamation.

A special meeting of the shareholders of Canflame has been scheduled for Tuesday, July 12, 2011 at 10:00 a.m. (Calgary time) at Sun Life Plaza Conference Centre, Room – Broadway A/B, Suite 210, 140 – 4 Avenue SW, Calgary, Alberta T2P 3N3, to approve the Amalgamation. The record date for the meeting is June 20, 2011 and the Information Circular for the meeting is expected to be mailed to all shareholders of Canflame on June 21, 2011. All existing officers, directors and certain shareholders of Canflame holding approximately 73% of the issued shares of Canflame have agreed to vote their shares in favour of the Amalgamation.

The completion of the Amalgamation is subject to, among other things, the approval of the TSX Venture Exchange Inc. and all other necessary regulatory approvals, the approval of the shareholders of Canflame and the satisfaction of certain other conditions precedent typical for a transaction of this nature.

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