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UNX Unx Energy Corp Com

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Share Name Share Symbol Market Type
Unx Energy Corp Com TSXV:UNX 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 -

HRT Participacoes em Petroleo S.A. and UNX Energy Corp. Announce Completion Of Arrangement

29/04/2011 3:03pm

Marketwired Canada


HRT Participacoes em Petroleo S.A. ("HRT" or the "Company") (BM&FBovespa:HRTP3)
(TSX VENTURE:HRP) and UNX Energy Corp. ("UNX"), pursuant to paragraph 4 of
Article 157 of Federal Law 6,404/76 (the "Brazilian Corporations Law") and CVM
Rule 358/02, hereby announces to its shareholders, investors and the market in
general the following.


HRT and UNX are pleased to announce that they have completed the plan of
arrangement (the "Arrangement"), announced by HRT and UNX on February 24, 2011,
pursuant to which HRT acquired all of the outstanding UNX common shares (the
"UNX Shares"). The Arrangement was approved by the Court of Queen's Bench of
Alberta on April 27, 2011. The shareholders of HRT approved the Arrangement at a
meeting held on April 19, 2011. The securityholders of UNX (including holders of
options) approved the Arrangement at a meeting held on April 27, 2011. Articles
of Arrangement have been filed by UNX with the Registrar of Corporations for the
Province of Alberta (pursuant to section 193 of the Business Corporations Act
(Alberta)) and the Arrangement became effective today.


Under the Amended and Restated Arrangement Agreement, dated as of March 7, 2011
between HRT and UNX, HRT agreed to acquire each of the outstanding UNX Shares in
exchange for 0.5579 of a Global Depositary Share (approximately 0.5495 of a
Global Depositary Share net of applicable Brazilian taxes), with each Global
Depositary Share representing 1/100th interest in a common share of HRT (an "HRT
Share"). Pursuant to the Arrangement, HRT issued 64,277,300 Global Depositary
Shares (representing 642,773 HRT Shares) to acquire ownership and control of all
of the outstanding UNX Shares. UNX is now a wholly owned subsidiary of HRT. 


The Global Depositary Share program was approved by HRT's Board of Directors at
a meeting held on April 1, 2011 and authorized by the Brazilian Securities and
Exchange Commission (Comissao de Valores Mobiliarios - CVM) on April 26, 2011.


The Global Depositary Shares will be listed on the TSX Venture Exchange (the
"TSXV") at the opening of markets on April 29, 2011 under the symbol "HRP". The
UNX Shares will be voluntarily delisted from the TSXV at the opening of markets
on April 29, 2011.


Global Depositary Shares

Each Global Depositary Share represents 1/100th interest in an HRT Share. Rights
of holders of Global Depositary Shares in respect of the underlying HRT Shares
are governed by the terms of a deposit agreement (the "Deposit Agreement")
between HRT and Deutsche Bank Trust Company Americas (the "Depositary").
Pursuant to the Deposit Agreement, the Depositary will distribute to the holders
of Global Depositary Shares a proportionate share of cash dividends and other
distributions on HRT Shares, after deducting the Depositary's fees and expenses.
Each Global Depositary Share has the right to instruct 1/100th of a vote
attributable to an HRT Share. The terms of the Global Depositary Shares,
including the fees and expenses of the Depositary related to distributions and
other matters, are disclosed in the Deposit Agreement, a copy of which is
available under HRT's SEDAR profile at www.sedar.com and at CVM's website at
www.cvm.gov.br. Subject to certain exceptions outlined in the Depositary
Agreement, HRT may agree with the Depositary to amend the Deposit Agreement and
the terms of the Global Depositary Shares without the consent of holders of the
Global Depositary Shares.


About HRT Participacoes em Petroleo S.A. 

HRT Participacoes em Petroleo S.A. is one of the largest independent oil and gas
exploration and production companies in Brazil. The HRT Group comprises three
main subsidiaries: HRT O&G Exploracao e Producao de Petroleo Ltda., IPEX
(Integrated Petroleum Expertise Company Servicos em Petroleo Ltda.) and HRT
Netherlands B.V. The Company retains a 55% interest in 21 exploratory blocks in
the Solimoes Basin. HRT also operates five exploratory blocks on the Namibian
coast. The Company retains a 100% interest in two of them, in the Walvis
Sub-basin, and a 40% interest in the other three, in the Orange Subbasin. HRT's
team includes PHDs and masters in geochemistry, geophysics, biology and
engineering, most of them former employees of Petrobras and ANP (Brazil's
petroleum agency). HRT is committed to minimizing any possible environmental
impacts in the sites where it acts. Its commitment with the local communities is
towards health conditions, security and quality of life. For more information,
please visit the Company's website: www.hrt.com.br/ir.


IMPORTANT INFORMATION

This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction.


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