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CER Circumpacific Energy Corp

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Share Name Share Symbol Market Type
Circumpacific Energy Corp TSXV:CER TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Circumpacific Energy Corporation: Press Release

30/09/2009 10:22pm

Marketwired Canada


Circumpacific Energy Corporation (TSX VENTURE:CER) ('Circumpacific') is an
independent oil and natural gas producer engaged in the acquisition,
exploration, production and development of oil and natural gas properties in
North America.


Drillsearch Energy Limited ('Drillsearch'), an Australian company, holds
approximately 79.5% of issued share capital in Circumpacific.


The purpose of this Press Release is to notify shareholders of recent
correspondence between Circumpacific and Drillsearch, including a threat of
legal action made by Drillsearch.


Circumpacific received a letter dated September 10, 2009 from solicitors acting
for Drillsearch ('the Drillsearch letter'). By that letter, Drillsearch demanded
that the board of Circumpacific agree, by 5:00pm the following day, to enter
into a set of protocols. Those protocols included, among other things:


- that materials relating to the forthcoming general meeting on November 26,
2009, be provided to, and pre-approved by, Drillsearch prior to mailing to
shareholders and filing on SEDAR;


- that Circumpacific issue a news release announcing the resignation of Peter
Simpson as a director;


- that Circumpacific not make any application to any regulatory authority or
Court without five business days' prior notice to Drillsearch, and that
Circumpacific consent to intervention by Drillsearch in any such application;


- that the agenda and the chairman's script for the forthcoming general meeting
be agreed to beforehand by Drillsearch;


- that up to fifteen of Drillsearch's representatives and advisors be admitted
to the general meeting without need of share ownership or proxy appointment.


The Drillsearch letter threatened that, failing Circumpacific's acknowledgment
and confirmation in writing of its acceptance of the protocols by close of
business on September 11, 2009, Drillsearch had instructed that an application
be brought in the Supreme Court of British Columbia forthwith for an order
confirming the matters set out in the Drillsearch letter.


Drillsearch itself conceded that the protocols demanded by it were "clearly
extraordinary".


By letter dated September 15, 2009, Circumpacific, through its lawyers,
responded to the Drillsearch letter. Circumpacific pointed out that, among other
things, under its Articles of Incorporation and the relevant provisions of the
Business Corporations Act (British Columbia) the board of Circumpacific must
manage and supervise the business and affairs of Circumpacific, and has the
express authority to do so, in the interests of all shareholders, not merely
Drillsearch. The protocols demanded by Drillsearch would have required the board
of Circumpacific to abdicate the duties and responsibilities it owes to all of
its shareholders. Circumpacific asserted that the protocols demanded by
Drillsearch are contrary to the basic tenets of Canadian corporate law, and are
wholly inappropriate.


Circumpacific also notes that:

- Circumpacific is not a wholly owned subsidiary of Drillsearch;

- Approximately 20.5% of share capital in Circumpacific is owned by a diverse
range of over 220 other shareholders, the majority of whom are unrelated to
Drillsearch;


- Circumpacific's present board comprises four directors, two of whom are
independent;


- Drillsearch's requisition notice of July 29, 2009 seeks to remove both
independent directors together with Mr Simpson, and to replace them with
Drillsearch's own nominations. One of Drillsearch's nominations, Mr Lingo, is
the executive managing director of Drillsearch. The second nomination, Mr Carty,
is an executive officer (Chief Operating Officer) of Drillsearch. The third
nomination, Mr McKerlie, is the chairman of the Drillsearch board and also
chairman of the Drillsearch Audit and Risk Committee.


As at the date of this press release, Circumpacific is unaware of any legal
proceedings of the kind described in the Drillsearch letter.


A majority of the existing Circumpacific board has recommended that shareholders
vote against their removal at the general meeting on November 26, 2009, on the
basis that the resolutions proposed by Drillsearch would give Drillsearch
complete control of the Circumpacific board, and would leave Circumpacific with
no independent directors.


A copy of the notice calling the meeting, together with the Information Circular
and other relevant material, is available on SEDAR at www.sedar.com or the
Company's website http://www.circumpacific.com.


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