First Calgary - Amendment to Plan of Arrangement

    First Calgary Petroleums Ltd. announces amendment to plan of arrangement with
Eni S.p.A.

    TSX: FCP
    AIM: FPL

    CALGARY, Sept. 18 /CNW/ - First Calgary Petroleums Ltd. (TSX: FCP, AIM:
FPL) ("FCP" or the "Company") announced today that it has agreed with Eni
S.p.A. (Eni) and its indirect wholly-owned subsidiary, Eni Canada Holding Ltd.
(Florence Canada Holding Ltd.) (the "Purchaser"), to amend the terms of the
arrangement agreement and related form of plan of arrangement entered into by
the parties on September 7, 2008. The amendments provide that FCP will redeem
its convertible bonds under the plan of arrangement using funds provided by
the Purchaser (as opposed to the Purchaser purchasing the bonds as originally
contemplated). Each convertible bond outstanding will be redeemed by FCP for
the originally contemplated consideration of 108% of par value on the date
which is the later to occur of (i) the effective date of the arrangement or
(ii) the date falling five London business days after the date notice of
redemption is given to the bondholders, the registrar for the bonds and BNY
Corporate Trustee Services Limited, as trustee. Bondholders will be paid
accrued interest to but excluding the date of redemption.
    The amendments were made to address certain mechanical issues associated
with the Purchaser acquiring the bonds, and no other unrelated amendments were
made to the terms of the arrangement agreement and form of plan of
arrangement. The completion of the arrangement (as amended) will require
(among other things) the approval of 66 2/3% of the votes cast at a meeting of
FCP shareholders and approval of 75% of the votes cast by bondholders at a
meeting of FCP bondholders.
    A copy of the amended arrangement agreement (including the revised plan
of arrangement) can be found on www.sedar.com.

    About FCP

    First Calgary Petroleums Ltd. is an oil and gas company actively engaged
in international exploration and developments activities in Algeria. The
Company's common shares trade on the Toronto Stock Exchange in Canada (FCP)
and on the AIM market on the London Stock Exchange in the United Kingdom
(FPL). Further information is available on the FCP website: www.fcpl.ca

    About Eni

    Eni S.p.A. is an integrated energy company operating in the oil and gas,
electricity generation and sale, petrochemicals, oilfield services
construction and engineering industries. In these businesses it has a strong
edge and leading international market position. Eni is active in around 70
countries with a staff of about 76,000 employees. Further information is
available on the Eni website: www.eni.it

    Forward-Looking Information and Statements

    This news release includes statements about expected future events that
are forward looking in nature and subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on forward-looking statements, as
there can be no assurance that the future circumstances, outcomes or results
anticipated in or implied by such forward-looking statements will occur or
that plans, intentions or expectations upon which the forward-looking
statements are based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that circumstances,
events or outcomes anticipated or implied by forward-looking statements will
not occur. These risks and uncertainties include, among other things: risks
associated with the ability to obtain any necessary government and third party
approvals, waivers, consents, court orders and other requirements necessary or
desirable to permit or facilitate any of the proposed transaction (including,
regulatory and securityholder approvals); the risk that any applicable
conditions of any of the proposed transaction may not be satisfied; the risk
that a material adverse change will occur to the business, financial
conditions and operations of the Company prior to completion, that the
definitive agreement will be terminated for a material breach of the terms and
conditions thereof; volatility of and assumptions regarding oil and gas
prices; assumptions contained in or relevant to the company's current
corporate guidance; fluctuations in currency and interest rates; product
supply and demand; market competition; risks inherent in marketing operations
(including credit risks); imprecision of reserves estimates and estimates of
recoverable quantities of natural gas and liquids from the Company's
properties; the ability to access external sources of debt and equity capital;
the timing and the costs of well and pipeline construction; the ability to
secure adequate product transportation; changes in royalty, tax, environmental
and other laws or regulations or the interpretations of such laws or
regulations; applicable political and economic conditions; the risk of war,
hostilities, civil insurrection, political instability and terrorist threats;
risks associated with existing and potential future lawsuits and regulatory
actions; and other risks and uncertainties described from time to time in the
reports and filings made with securities regulatory authorities by the
Company. Although the Company believes that the expectations represented by
such forward-looking statements are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned that the
foregoing list of important factors is not exhaustive.

For further information: Shane O'Leary, President and Chief Executive
Officer, Tel: [phone]; Other Contacts: James Henderson, Alisdair
Haythornthwaite, Pelham Public Relations, Tel: [phone]; Barry
Weir, Christopher Dickinson, JPMorgan Cazenove, Tel: [phone];
Nominated Advisers: David Nabarro, Marc Cramsie, Nabarro Wells & Co Limited,
Tel: [phone]
(FCP. FPL)


 



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