San Leon Energy has reported that the previously announced acquisition of all of the issued and outstanding common shares of Realm Energy International Corp by San Leon pursuant to a plan of arrangement has been completed.

Under the terms of the Arrangement, shareholders of Realm Energy received for each Realm Energy share held, at their election and subject to pro-ration:

1. C$1.30 in cash;

2. 3.3 ordinary shares in the capital of San Leon or 3.3 exchangeable shares in the capital of an indirect Canadian subsidiary of San Leon together with the associated ancillary rights;

3. a combination thereof;

subject to a maximum of C$17.7 million in cash being paid to Realm Energy shareholders in the aggregate, in exchange for the aggregate number of Realm Energy shares in respect of which such an election is made. As a result of certain Realm Energy shareholders exercising rights of dissent under Canadian law, the cash available was adjusted to a maximum of approx. C$14.0 million.

Realm Energy shareholders elected to receive cash greater than the maximum amount of cash available to Realm Energy shareholders pursuant to the Arrangement. Accordingly, as a result of pro-rationing and the exercise of rights of dissent by certain Realm Energy shareholders, Realm Energy shareholders who elected cash will receive approx. 12.68% of the amount of cash they elected to receive. In addition to the cash consideration paid to Realm Energy shareholders, San Leon issued 284,084,336 San Leon Shares and Exchangeco issued 41,292,848 Exchangeable Shares to Realm Energy shareholders under the Arrangement. Realm Energy's shares were delisted from the TSX Venture Exchange effective at the close of business on November 10, 2011.

The notes to be offered have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The senior unsecured notes will be offered only to qualified institutional buyers under Rule 144A under the Securities Act and non-U.S. persons under RegulationS.

Tags: San Leon Energy