Twin Butte Energy Ltd. and Emerge Oil & Gas Inc. have entered into an arrangement agreement providing for the acquisition by Twin Butte of all of the outstanding common shares of Emerge (the "Emerge Shares") on the basis of 0.585 of a common share of Twin Butte ("Twin Butte Share") for each outstanding Emerge Share (the "Transaction"). Based on the five day weighted average price of the Twin Butte Shares ended November 11, 2011 of $1.97, the exchange ratio for the Transaction represents a deemed price of $1.15 per Emerge Share, representing a 21 percent premium to the five day weighted average price of $0.95 for the Emerge Shares on November 11, 2011.

The deemed purchase price is approximately $170 million in value, comprised of the issuance of approximately 54 million Twin Butte Shares (at a deemed price of $1.97 per Twin Butte Share) and the assumption of approximately $63 million in net debt estimated at closing.

Twin Butte's existing executive team, led by Jim Saunders, will continue to manage the combined Company, supplemented by key technical and administrative personnel from Emerge. At closing, Twin Butte will have approximately 189.4 million shares outstanding with Twin Butte shareholders owning approximately 71 percent and Emerge shareholders owning approximately 29 percent of the combined Company. Tom Greschner, Emerge's Chairman, President and CEO, will be appointed to the Board of Directors of Twin Butte at closing.

Tags: Twin Butte Energy Ltd.