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DEI

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Share Name Share Symbol Market Type
TSXV:DEI 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 -

Donnybrook Energy Inc. and Donnycreek Energy Inc. Announce Closing of Arrangement

04/11/2011 10:02pm

Marketwired Canada


Donnybrook Energy Inc. ("Donnybrook" or the "Company") (TSX
VENTURE:DEI)(FRANKFURT:C1J) and Donnycreek Energy Inc. ("Newco") report the
closing of their previously announced arrangement (the "Arrangement") under
which Donnybrook has spun-out certain non-core oil and gas assets to Newco (the
"Transferred Assets") by means of a plan of arrangement pursuant to the Business
Corporations Act (Alberta) (the "Plan of Arrangement").


The Plan of Arrangement was approved by 99.92% of the votes cast by the
shareholders of Donnybrook ("Donnybrook Shareholders") at a special meeting of
Donnybrook Shareholders on November 4, 2011 (the "Special Meeting") and was also
approved by the Court of Queen's Bench of Alberta. Under the terms of the Plan
of Arrangement, Donnybrook transferred the Transferred Assets to Newco in return
for common shares of Newco ("Newco Shares") and the issuance by Newco to
Donnybrook of a promissory note in the principal amount of $2,188,342.90 (the
"Promissory Note"). Pursuant to the Plan of Arrangement, Donnybrook Shareholders
received 0.025 of a Newco Share for each common share of Donnybrook outstanding
at the effective time of the Arrangement. For more information about the
Arrangement please refer to Donnybrook's management information circular dated
October 3, 2011.


The directors of Newco are the current directors of Donnybrook, namely: Malcolm
Todd, Murray Scalf, Randy Kwasnicia, David Patterson, Ken Stephenson and Colin
Watt. The officers of Newco are the current officers of the Company, namely:
Malcolm Todd as the President and Chief Executive Officer of Newco, Robert Todd
as the Chief Financial Officer of Newco and Murray Scalf as the Vice President
of Business Development of Newco.


In connection with the Arrangement, Newco issued 6,486,477 Newco Shares pursuant
to a private placement offering at a purchase price per share of $0.37 for
aggregate gross proceeds of approximately $2.4 million (the "Private
Placement"). Certain directors and officers of the Company were among the
participants in the Private Placement. The Private Placement was approved at the
Special Meeting by a majority of the disinterested shareholders. The proceeds of
the Private Placement will be used to repay the Promissory Note and to provide
Newco with additional working capital. Newco Shares issued pursuant to the
Private Placement will be subject to a hold period until March 5, 2012. 


The common shares of Donnybrook will continue to trade on the TSX Venture
Exchange ("TSXV") under the symbol "DEI". Newco anticipates that the Newco
Shares will be listed on the TSXV under the symbol "DCK" on November 9, 2011. As
of the date hereof, there are 10,782,372 Newco Shares issued and outstanding.


Further information relating to the Company is also available on its website at
www.donnybrookenergy.ca.


ON BEHALF OF THE BOARD OF DONNYBROOK ENERGY INC. AND ON BEHALF OF THE BOARD OF
DONNYCREEK ENERGY INC.


Malcolm F.W. Todd, Chief Executive Officer

FORWARD-LOOKING STATEMENTS

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"), including statements
with respect to the listing of the Newco Shares on the TSXV. By their nature,
forward-looking statements are subject to numerous risks and uncertainties, some
of which are beyond Donnybrook's control, including the tax consequences of the
Arrangement, the impact of general economic conditions, industry conditions,
volatility of commodity prices, currency fluctuations, imprecision of reserve
estimates, environmental risks, operational risks in exploration and
development, competition from other industry participants, the lack of
availability of qualified personnel or management, stock market volatility and
the ability to access sufficient capital from internal and external sources.
Although Donnybrook believes that the expectations in our forward-looking
statements are reasonable, our forward-looking statements have been based on
factors and assumptions concerning future events which may prove to be
inaccurate. Those factors and assumptions are based upon currently available
information. Such statements are subject to known and unknown risks,
uncertainties and other factors that could influence actual results or events
and cause actual results or events to differ materially from those stated,
anticipated or implied in the forward looking information. As such, readers are
cautioned not to place undue reliance on the forward looking information, as no
assurance can be provided as to future results, levels of activity or
achievements. The risks, uncertainties, material assumptions and other factors
that could affect actual results are discussed in our management's discussion
and analysis and other documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as of the date of
this document and, except as required by applicable law, Donnybrook does not
undertake any obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise. The forward-looking statements contained in this document
are expressly qualified by this cautionary statement.


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