U.S. Oil and Gas Resources Inc.: Extraordinary General Meeting Rescheduled.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- U.S. Oil and Gas Resources Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:USR See U.S. Robotics. 1. USR - U.S. Robotics, Inc. 2. usr - User. The "/usr" directory hierarchy on Unix systems. Once upon a time, in the early days of Unix, this area actually held users' home directories and files. ) would like to announce that the extraordinary general meeting for all its shareholders originally scheduled for June 30, 2005, has been rescheduled for July 29, 2005. The Company will seek shareholder approval to proceed with the previously announced amalgamation. Plan of Arrangement with ODE One of the objectives of the EGM EGM Electronic Gaming Machine EGM Electronic Gaming Monthly EGM Extraordinary General Meeting EGM Expert Group Meeting EGM Estudio General de Medios (Spanish: General Means Study) EGM Emergency General Meeting is to pass a special resolution to approve an arrangement involving the Company, Consolidated Odyssey Explorations Inc. (TSX VENTURE:ODE) ("ODE") and their security holders. Under the terms of the arrangement, USR shareholders will be entitled to receive one (1) common share of ODE for each two (2) common shares of USR as at the record date of the arrangement. The record date for this transaction has been set for June 29, 2005. The Plan of Arrangement is subject to a number of conditions, including the finalization of formal documentation, receipt by each of ODE and USR's Board of Directors of a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. regarding the transaction, receipt of Court approval, regulatory approval, and approval of the shareholders of each of ODE and USR of the arrangement and other customary conditions. For more details on the Plan of Arrangement, refer to the Company's news release dated April 19, 2005. The Plan of Arrangement/amalgamation will require the approval of the shareholders of USR at the extraordinary general meeting on June 30, 2005 at 11:00am. USR Oil and Gas assets not included in the amalgamation Subject to all regulatory approvals USR entered into an agreement with Sniper Enterprises Inc. (SNQ SNQ Société Numismatique de Québec (Canada) SNQ Spallations-Neutronenquelle (source) .H) ("Sniper") in which USR will sell certain oil and gas properties to Sniper for up to 20 million common shares of Sniper (see May 12, 2005 news release for more details). These "bonus" shares will be distributed to all shareholders of USR stock without them having to give up any USR shares. If all 20,000,000 Sniper shares are issued, each USR shareholder will receive one (1) Sniper share for every five (5) USR shares held on the record date which is yet to be determined in accordance with regulatory procedure. The end result of both these transactions is that shareholders of USR will end up owning common shares of two separate public companies; Sniper and the Amalgamated a·mal·ga·mate v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates v.tr. 1. To combine into a unified or integrated whole; unite. See Synonyms at mix. 2. entity of USR and ODE. On behalf of the Board of Directors, JURGEN WOLF, Director The TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. does not accept responsibility for the adequacy or accuracy of this release. U.S. Oil and Gas Resources Inc. (TSX VENTURE:USR) |
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