Action Energy Inc. and Rolling Thunder Exploration Ltd. Announce Receipt of Shareholder and Court Approval in Respect of Plan of Arrangement
Calgary, AB – August 28 2007 – Action Energy Inc. (TSX: AEC) (“Action”) and Rolling
Thunder Exploration Ltd. (TSX: ROL.A and ROL.B) (“Rolling Thunder”) are pleased to
announce that the shareholders of Rolling Thunder have voted today to approve the previously
announced Plan of Arrangement (the “Arrangement”) which provides for the combination of
Action and Rolling Thunder. The combined entity will continue to operate under the Action
Energy Inc. name and will be led by current Action management. The Arrangement was
approved by 96.4% of the Rolling Thunder Class A shareholders and 100% of the Rolling
Thunder Class B shareholders present in person or by proxy at the meeting.
Under the Arrangement, each Rolling Thunder Class A shareholder could elect to receive 0.333
of a common share of Action or $1.15 cash per Rolling Thunder Class A share (up to a maximum
aggregate cash amount of $8,556,640) and each Rolling Thunder Class B shareholder could elect
to receive 2.899 common shares of Action or $10.00 cash per Rolling Thunder Class B share (up
to a maximum aggregate cash amount of $1,443,360). The outcome of the shareholder elections
will result in the cash payment of $8,556,640 and the issuance of the 11,426,774 Action common
shares to Rolling Thunder Class A shareholders and the cash payment of $1,443,360 and the
issuance of 1,929,840 Action common shares to Rolling Thunder Class B shareholders. Action
anticipates payment of the foregoing cash amounts to the Depositary under the Arrangement on
or before August 30, 2007.
An order of the Court of Queen’s Bench of Alberta approving the Arrangement was subsequently
obtained at a hearing on the afternoon of August 28, 2007.
The Arrangement is expected to be completed on August 30, 2007. The Arrangement will result
in Action acquiring all of the issued and outstanding Class A and Class B shares of Rolling
Thunder.
Tristone Capital Inc. acted as financial advisor to Rolling Thunder and Jennings Capital Inc. acted
as financial advisor to Action.
Interested parties are referred to the Management Information Circular and Proxy Statement of
Rolling Thunder dated July 25, 2007, a copy of which is available electronically through the
SEDAR website at www.sedar.com, for further particulars of the proposed transaction.
Action Energy Inc. is a Calgary-based junior resource company engaged in the exploration,
development and production of natural gas and oil in Alberta and Saskatchewan. Action’s
Common Shares trade on the TSX Venture Exchange under the symbol “AEC.V”.
