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RTE Result Energy

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Share Name Share Symbol Market Type
Result Energy TSXV:RTE 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 -

Nexstar Energy Announces Sale to Result Energy

10/12/2009 1:03pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.


Nexstar Energy Ltd. ("Nexstar") (TSX VENTURE:NXE.A) is pleased to announce that
it has entered into an Arrangement Agreement (the "Agreement") with Result
Energy Inc. ("Result") (TSX VENTURE:RTE) whereby Result will acquire all of the
outstanding shares of Nexstar (the "Arrangement"). Pursuant to the Agreement,
each Nexstar shareholder will receive 1.05 common shares of Result ("Result
Shares") for each Nexstar Class A Share ("Nexstar Share") held. This represents
a premium of approximately 30% to the shareholders of Nexstar based on the 5-day
weighted average prices of the Result Shares and the Nexstar Shares. 


The Board of Directors of Nexstar has unanimously approved the Arrangement. The
Board has concluded that the Arrangement is in the best interests of Nexstar's
shareholders and has resolved to recommend that holders of Nexstar Shares vote
their securities in favour of the Arrangement. The Agreement contains a mutual
non-completion fee of $1.5 million payable by Nexstar or Result to the other, as
the case may be, in certain circumstances if the Arrangement is not completed. 


The Board of Directors, management and certain shareholders of Nexstar,
representing approximately 30% of the fully diluted shares outstanding have
entered into lock-up agreements to vote their securities in favour of the
Arrangement. It is anticipated that a meeting of Nexstar shareholders will be
held in February to approve the Arrangement and closing is expected to occur
within a few days of the meeting, subject to regulatory and TSX Venture Exchange
approval, approval of Nexstar shareholders and certain other conditions.


Peters & Co. Limited acted as financial advisor to Nexstar and has provided
Nexstar's Board of Directors with its verbal opinion that, subject to its review
of the final form of the documents effecting the transaction, the consideration
payable to Nexstar under the Arrangement is fair, from a financial point of
view, to Nexstar shareholders. 


Reader Advisory

This news release may contain certain forward-looking statements, which include
assumptions with respect to (i) production; (ii) future capital expenditures;
(iii) funds from operations; (iv) cash flow; and (v) debt levels. The reader is
cautioned that assumptions used in the preparation of such information may prove
to be incorrect. All such forward-looking statements involve substantial known
and unknown risks and uncertainties, certain of which are beyond the Company's
control. Such risks and uncertainties include, without limitation, risks
associated with oil and natural gas exploration, development, exploitation,
production, marketing and transportation, loss of markets, volatility of
commodity prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other producers, inability to retain
drilling rigs and other services, delays resulting from or inability to obtain
required regulatory approvals and ability to access sufficient capital from
internal and external sources, the impact of general economic conditions in
Canada and the United States, industry conditions, changes in laws and
regulations (including the adoption of new environmental laws and regulations)
and changes in how they are interpreted and enforced, increased competition, the
lack of availability of qualified personnel or management, fluctuations in
foreign exchange or interest rates, stock market volatility and market
valuations of companies with respect to announced transactions and the final
valuations thereof, and obtaining required approvals of regulatory authorities.
The Company's actual results, performance or achievements could differ
materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do, what benefits, including the amount of proceeds, the Company will
derive therefrom. Readers are cautioned that the foregoing list of factors is
not exhaustive. All subsequent forward-looking statements, whether written or
oral, attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. Furthermore, the
forward-looking statements contained in this news release are made as at the
date of this news release and the Company does not undertake any obligation to
update publicly or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise, except as
may be required by applicable securities laws. 


The terms bbls, bbls/d, boe, boes or boes/d may be misleading, particularly if
used in isolation. A boe (barrel of oil equivalent) conversion ratio of 6 mcf
per one (1) boe is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.


121,611,169 Class A Shares

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