UPPER LAKE OIL AND GAS LTD. (UP.T) - NE BC Oil Shale

Upper Lake Oil to delist from TSX on Sept. 3



2008-09-02 16:49 ET - Shares Delisted from TSX
TSX bulletin 2008-0987
The common shares will be delisted at the close on Wednesday, Sept. 3, 2006.
This action results from the plan of arrangement involving, among others, Upper Lake Oil and Gas Ltd. and Monterey Exploration Ltd. as described in the management information circular and proxy statement of Upper Lake dated Aug. 1, 2008, whereby Monterey has acquired all of the issued and outstanding common shares of Upper Lake.
Pursuant to the arrangement, holders of Upper Lake shares received 0.28 of a common share of Monterey for each Upper Lake share.
No fractional Monterey shares will be issued in connection with the arrangement and the total number of Monterey shares that any shareholder shall be entitled to receive in return for the total number of Upper Lake shares held by such holder shall be rounded down to the next whole number of Monterey shares if the fraction is less than 0.5 of a Monterey share and rounded up to the next whole number of Monterey shares if the fraction is equal to or greater than 0.5 of a Monterey share.

Upper Lake Oil closes merger with Monterey Exploration



2008-08-29 17:05 ET - News Release
Mr. Patrick Manuel reports
MONTEREY EXPLORATION LTD. AND UPPER LAKE OIL AND GAS LTD. ANNOUNCE COMPLETION OF BUSINESS COMBINATION
Monterey Exploration Ltd. and Upper Lake Oil and Gas Ltd. have successfully completed their previously announced business combination. In connection with the transaction, Monterey acquired all of the outstanding common shares of Upper Lake through a plan of arrangement under the Business Corporations Act (Alberta). The arrangement was approved by 100 per cent of the votes cast by Upper Lake shareholders and optionholders at the special meeting called to consider the arrangement. Monterey and Upper Lake have also received approval of the Court of Queen's Bench of Alberta and all other necessary regulatory approvals. The arrangement was completed today and is effective immediately.
Pursuant to the arrangement, each holder of Upper Lake common shares received 0.28 of a common share of Monterey for each Upper Lake share held. All of the outstanding options to acquire common shares of Upper Lake were exercised prior to the effective date and the holders thereof received common shares of Monterey under the arrangement on the same basis. Monterey issued approximately 7.8 million common shares pursuant to the arrangement. After giving effect to the arrangement, Monterey currently has approximately 32.9 million common shares and 2.1 million options outstanding.
The common shares of Monterey have been conditionally approved for listing on the Toronto Stock Exchange. It is expected that the Toronto Stock Exchange will issue a bulletin on or about Sept. 2, 2008, with respect to the date of commencement of trading of the common shares of Monterey, anticipated to be on or about Sept. 4, 2008. Prior to the commencement of trading of the common shares of Monterey, the common shares of Upper Lake will continue to trade under the symbol UP.
In connection with the completion of the arrangement, Don D. Copeland, the former executive chairman of Upper Lake, has joined the board of directors of Monterey.

Hey Bobwins,

Nice trade! I just missed it unfortunately....Can't get them all. I still like the area though and continue to do my DD.

Cheers,

cvac01

Upper Lake has agreed to be bought out by a private oil/gas company with complementary acreage. Monterey will have 2400boepd after the merger is approved.

http://biz.yahoo.com/cnw/080703/upper_lake_monterey.html?.v=1

UP.to went crazy Thursday and Friday after the announcment. Jumping from .84 close on 7/2 to as high as C$2 on Friday. Monterey is not public but states a NAV of 3.32. I assume they're hoping they will debut on TSX for over $3 but Upper Lake holders get .28 share of the new Monterey. Since Up.to closed at 1.57 on Friday, that would value the new shares at C$5.60. The Montney holdings of Upper Lake is the only reason I can see for the big excitement. I sold most of my shares Friday in the 1.50 to 1.80 range. Hard to turn down a double in a few months. Up.to cashflowed .10 in Q1 so likely to improve in Q2 due to improved ngas prices. It was dirt cheap at .84 but not sure of the upside from 1.57. Bobwins

Bought this a few weeks ago after Q1 was released with .10 cashflow from first full qtr of production. CEO is former CEO of Diamond Tree so experienced and successful. Upper Lake is a merger of Diamond Tree assets, Crocatta and Upper Lake.

http://www.stockhouse.com/tools/?page=%2FFinancialTools%2Fsn%5Fnewsreleases%2Easp%3Fsymbol%3DT%2EUP%26newsid%3D6892332

967 avg boe/d for Q1.

Did a recompletion on a Montney well but hasn't released results yet. Says will focus on Ferrybank area this year but forming strategy for Montney.

http://www.upperlake.ca/documents/UP-Presentaton-2008-05.pdf

Shares Oustanding

- Basic	25.3 million
- Options	2.5 million
- Fully diluted	27.8 million
Directors, officers and employee ownership
- Fully diluted	35%
- Basic	30%
Updated April 30, 2008