Published: February 02, 2007
Mark Silver Acquires Interest in Universal Energy Group Ltd.
TORONTO, ONTARIO - (CCNMatthews - Feb. 2, 2007) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Mark L. Silver ("Silver") announces that in connection with the closing of the initial public offering (the "Offering") of common shares ("Common Shares") of Universal Energy Group Ltd. ("UEGL"), Silver acquired ownership of 60,404 Common Shares and acquired control over an additional 6,649,313 Common Shares (6,709,717 Common Shares owned or over which control is exercised, in aggregate). Mr. Silver is a director and the President, Electricity and Gas Marketing of UEGL.
On February 2, 2007, UEGL announced that it had completed an Offering of 11,363,637 Common Shares at a price of $11.00 per Common Share for gross proceeds of $125,000,007. On the same day, Shalcor Management Inc. ("Shalcor") (a corporation controlled by Silver) acquired ownership of 1,901,663 Common Shares, Silver acquired ownership of 60,404 Common Shares and Silver acquired voting control (but not registered or beneficial ownership) over 4,900,800 additional Common Shares (6,709,717 Common Shares owned or over which control is exercised, in aggregate). The Common Shares owned by Shalcor represent approximately 5.2% of the outstanding Common Shares, the Common Shares owned by Silver represent approximately 0.2% of the outstanding Common Shares, and the Common Shares over which Silver exercises voting control represent approximately 18.5% of the outstanding Common Shares (23.7% in aggregate).
Shalcor acquired the Common Shares from treasury pursuant to a private agreement as partial consideration for transferring its securities of Universal Energy Corporation ("UEC") to UEGL in connection with UEGL's purchase of all of the issued and outstanding securities of UEC. Silver acquired 42,223 Common Shares from treasury pursuant to a private agreement as partial consideration for transferring his securities of Terra Grain Fuels Inc. ("TGF") to UEGL in connection with UEGL's purchase of all of the issued and outstanding securities of TGF and 18,181 Common Shares from treasury pursuant to the Offering. UEGL acquired all of the issued and outstanding securities of UEC and TGF in connection with the closing of the Offering. Silver acquired voting control over Common Shares pursuant to a pooling agreement entered into in connection with the closing of the Offering and the aforementioned acquisitions. The Common Shares issued pursuant to the Offering and the Common Shares acquired by Shalcor and Silver, and over which Silver exercises voting control are listed on the Toronto Stock Exchange (the "TSX").
Each of Shalcor and Silver may in the future take such actions in respect of its holdings as it may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of UEGL through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market or in privately negotiated transactions to one or more purchasers.
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