Palliser announces Directors approval of Shareholder Rights Plan

CALGARY, April 29, 2013 /CNW/ - (TSXV:PXL) Palliser Oil & Gas Corporation (the "Corporation" or "Palliser") announced today that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Rights Plan").

The Rights Plan is designed to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bid made for the Corporation, to provide the Board with sufficient time to identify, develop and negotiate alternatives for maximizing shareholder value, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Corporation and to ensure that any proposed transaction is in the best interests of the shareholders of the Corporation.  The Rights Plan also protects against a "creeping bid"; namely a situation where a small group of shareholders disposes of shares at a premium to current price not shared with other Palliser shareholders pursuant to an exempt takeover bid.

The Rights Plan was not proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid. The Board did not adopt the Rights Plan to prevent a take-over of the Corporation, to secure the continuance of management, the directors of the Board in their respective offices or to defer offers for the shares of the Corporation. The issuance of the rights will not change the manner in which shareholders trade their shares.

The Rights Plan is similar to other rights plans adopted by many Canadian corporations. The Rights Plan is not triggered if an offer to acquire Corporation shares is made as a "permitted bid" and thereby allows sufficient time for the Board and shareholders to consider and react to the offer.  The plan will be available for viewing at www.SEDAR.com.

The Rights Plan has been conditionally accepted by the TSX Venture Exchange and is effective immediately. The Rights Plan must be confirmed by Shareholders at a meeting to be held within six months and it is presently proposed that the Rights Plan will be put before Palliser shareholder for consideration at the Corporation's Annual Meeting to be held on May 23, 2013.

Neither the TSX Venture Exchange not its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

About Palliser

Palliser is a Calgary-based junior oil and gas company focused on high netback heavy oil production in the greater Lloydminster area of Alberta and Saskatchewan.

Advisory

The information in this press release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Palliser's control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry, geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. Palliser's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that Palliser will derive from them. Except as required by law, Palliser undertakes no obligation to publicly update or revise any forward-looking statements.

SOURCE: Palliser Oil & Gas Corporation

Kevin J. Gibson 
Chief Executive Officer
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[email protected]

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Allan B. Carswell 
President & COO
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Ivan J. Condic
Vice President, Finance & CFO
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