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CALGARY, April 24, 2007 - Overlord Financial Inc. ("OFI") announces that it, along with Infra-PSP Canada Inc. ("PSP"), a wholly-owned subsidiary of the Public Sector Pension Investment Board ("PSPIB"), have entered into an Arrangement Agreement (the "Arrangement") with Thunder Energy Trust ("Thunder") to acquire all of the issued and outstanding trust units for a cash price of $4.00 per unit and all of the issued and outstanding convertible debentures of Thunder for a cash price of $1,010 per $1,000 of principal amount. OFI, through its wholly-owned subsidiary, Sword Management Ltd. will manage the assets and own approximately 2% of the resulting entity.
The Arrangement must be approved by the holders of the Units and the exchangeable shares (the "Exchangeable Shares") of Thunder Energy Inc. ("TEI"), voting together as a single class, as well as the holders of the Debentures, voting pursuant to the terms of the indenture governing the terms of the Debentures. Thunder intends to schedule a meeting of the holders of Units, Exchangeable Shares and Debentures for June 22, 2007 to obtain the required approvals. Thunder intends to mail an information circular concerning the Arrangement and the meeting to the holders of Units, Exchangeable Shares and Debentures by no later than May 29, 2007.
The Arrangement is subject to the approval of the Court of Queen's Bench of Alberta and all applicable regulatory authorities. Completion of the Arrangement is subject to a number of conditions set out in the Arrangement Agreement.
Under the Arrangement, Thunder has agreed that it will not solicit or initiate any discussions concerning the sale of material assets or any other business combination.The Arrangement also provides that Thunder shall pay a non-completion of $10,000,000 to PSP and OFI if the Arrangement is not completed in certain circumstances.
PSPIB is a Canadian crown corporation established in September 1999 by Parliament by the Public Sector Pension Investment Board Act. The mandate of PSPIB is to manage employer and employee contributions made after April 1, 2000 to the Federal Public Service, the Canadian Forces and the Royal Canadian Mounted Police pension funds. It has also recently been given the mandate to manage the employer and employee contributions made after March 1, 2007 to the Reserve Force Pension Fund. The Head office of PSPIB is located in Ottawa and its principal business office is in Montreal.
OFI will act as external manager for the new private company in conjunction with the existing Thunder management team. Mr. Eric Tremblay will assume the role of Chief Executive Officer and Mr. Stuart Keck will remain President and assume the role of Chief Operating Officer. Thunder currently produces over 8,000 boe/d of oil and natural gas in Western Canada.
OFI is a Calgary based investment manager specializing in oil and gas property management, junior oil and gas structured products, high yield funds and private equity. OFI is listed on the TSX Venture Exchange under the ticker symbol OFI.
For further information concerning this press release, please contact:
Eric Tremblay
Chief Executive Officer
Overlord Financial Inc.
(403) 770-4817
Larry Titley
Vice President and Chief Financial Officer
(403) 770-4808
The TSX Venture Exchange has neither approved nor disapproved the information contained herein.
