Progress Securityholders Approve Plan of Arrangement with PETRONAS

CALGARY, Aug. 28, 2012 /CNW/ - (TSX - PRQ) - Progress Energy Resources Corp. ("Progress") is pleased to announce that the holders of common shares of Progress, the holders of Progress' 5.25% convertible unsecured subordinated debentures due October 31, 2014 (the "2014 Debentures") and the holders of Progress' 5.75% series B convertible unsecured subordinated debentures due June 30, 2016 (the "2016 Debentures") have approved the proposed acquisition of Progress by PETRONAS Carigali Canada Ltd. ("PETRONAS Canada") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").  Under the Arrangement, holders of common shares will receive $22.00 in cash per common share held.

The Arrangement was approved by approximately 99.85% of the votes cast by Progress shareholders present or represented by proxy at the special meeting of securityholders held today. The Arrangement was also approved by approximately 99.99% of the principal amount of the 2014 Debentures and 99.98% of the principal amount of the 2016 Debentures voted on the Arrangement resolution. Assuming an effective date of September 25 2012, the cash consideration under the Arrangement for each $1,000 principal amount of debentures, excluding accrued interest and notional interest, is approximately $1,265 for the 2014 Debentures and $1,213 for the 2016 Debentures.

Progress also announces that PETRONAS Canada and Progress have received a No-Action Letter from the Commissioner of Competition (the "Commissioner") under the Competition Act (Canada) (the "Act") with respect to the Arrangement.  The No-Action Letter confirms that the Commissioner has reviewed the Arrangement and concluded that she does not, at this time, intend to make an application for a remedial order under section 92 of the Act.

About Progress Energy
Progress is a Calgary based energy company primarily focused on natural gas exploration, development and production in northeast British Columbia and northwest Alberta. Common shares of Progress are listed on the Toronto Stock Exchange under the symbol PRQ.

SOURCE: Progress Energy Resources Corp.

Greg Kist, Vice President, Marketing, Corporate and Government Relations
Progress Energy Resources Corp.
403-539-1809 ([email protected]).

Kurtis Barrett, Analyst, Investor Relations and Marketing
Progress Energy Resources Corp.
403-539-1843 ([email protected]).