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FMT Fairmount Energy

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Share Name Share Symbol Market Type
Fairmount Energy TSXV:FMT 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 -

Fairmount Energy Inc. Announces Special Meeting to Approve Amalgamation

30/10/2009 5:33pm

Marketwired Canada


Fairmount Energy Inc. (TSX VENTURE:FMT) ("Fairmount" or the "Company") announces
that Fairmount's board of directors has approved the execution of an
amalgamation agreement with a wholly-owned subsidiary of Delphi Energy Corp.
("Delphi"), pursuant to which Fairmount will amalgamate with the subsidiary to
form the amalgamated entity ("Amalco").


Delphi's offer ("Offer") to acquire all of the common shares of Fairmount
("Fairmount Common Shares") expired on October 19, 2009. A special meeting of
the shareholders of Fairmount will be held at 10:00 a.m. (Calgary time) on
November 26, 2009 at Suite 2500, 450 - 1st Street S.W. Calgary, Alberta, to
consider, and if deemed appropriate, to approve the proposed amalgamation and
amalgamation agreement. An information circular ("Information Circular") was
mailed on October 29, 2009 to shareholders of record on October 27, 2009.


Subject to the terms of the amalgamation agreement, a holder of the Fairmount
Common Shares (other than dissenting shareholders and Delphi) will receive one
redeemable preferred share of Amalco ("Redeemable Preferred Share") for each
Fairmount Common Share. Following the amalgamation, the Redeemable Preferred
Shares will be redeemed by Amalco for 0.3571 of a Delphi common share per
Redeemable Preferred Share, as described in the Information Circular.


The consideration to be received by shareholders pursuant to the amalgamation is
the same as the consideration that was to be received by shareholders pursuant
to the Offer.


The amalgamation, which is subject to the approval of Fairmount's shareholders,
and the subsequent redemption of the Amalco Redeemable Preferred Shares will
constitute the subsequent acquisition transaction proposed by Delphi in order to
acquire all of the Fairmount Common Shares that Delphi did not acquire pursuant
to the previously announced Offer. Delphi currently owns approximately 79.0% of
the outstanding Fairmount Common Shares.


Delphi has advised Fairmount that it will vote the Fairmount Common Shares held
by it in favour of the special resolution approving the amalgamation and
amalgamation agreement. Accordingly, Fairmount anticipates that the amalgamation
will be approved and will therefore take effect on or about November 26, 2009.
At that time, an application will be made to the TSX-V for the Fairmount Common
Shares to cease to trade on the TSX-V.


Holders of Fairmount common shares are cautioned that a de-listing of the
Fairmount Common Shares and/or the amalgamation and the subsequent redemption of
the Amalco Redeemable Preferred Shares may result in Canadian income tax
consequences that are materially different from those that would have arose on
the disposition of Fairmount Common Shares under the Offer. (See "Certain
Canadian Federal Income Tax Considerations" under the Information Circular.)
Holders should consult their own tax advisors with respect to the potential
income tax consequences to them of the amalgamation and the subsequent
redemption of the Amalco Redeemable Preferred Shares.


The Information Circular and Letter of Transmittal will be available on the
SEDAR website at www.sedar.com following their mailing to holders of Fairmount
Common Shares.


Fairmount is a junior oil and natural gas exploration, development and
production company with oil and gas properties located in Alberta, Canada.


Forward-Looking Statements. This release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
may", "will", "should", believe", "intends", "forecast", "plans", "guidance" and
similar expressions are intended to identify forward-looking statements or
information. 


Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by Fairmount as of the date of
such statements, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. The forward-looking statements and
information contained in this press release, which may prove to be incorrect,
include, but are not limited to, the various assumptions set forth herein and in
Delphi's take-over bid circular prepared and filed in accordance with applicable
securities laws as well as the ability of Delphi to effect a subsequent
acquisition transaction and Fairmount to de-list the Fairmount common shares
from the TSX-V.


Although the Company believes that the expectations reflected in such
forward-looking statements and information are reasonable, it can give no
assurance that such expectations will prove to be correct. Since forward-looking
statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, the risks associated with the oil
and gas industry in general such as operational risks in development,
exploration and production, delays or changes in plans with respect to
exploration or development projects or capital expenditures, the uncertainty of
estimates and projections relating to production rates, costs and expenses,
commodity price and exchange rate fluctuations, marketing and transportation,
environmental risks, competition, the ability to access sufficient capital from
internal and external sources and changes in tax, royalty and environmental
legislation. These risks, factors, estimates and assumptions are not exhaustive.
The forward- looking statements and information contained in this press release
are made as of the date hereof for the purpose of providing the readers with the
Company's expectations in respect of the acquisition of Fairmount by Delphi. The
forward-looking statements and information may not be appropriate for other
purposes. Fairmount undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.


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