Ridgeback Exploration Ltd. to be Acquired by Avenir Diversified Income Trust

CALGARY, June 22 /CNW/ - Ridgeback Exploration Ltd. ("Ridgeback") has entered into a Pre-Acquisition Agreement (the "Agreement") with Avenir Diversified Income Trust ("Avenir") pursuant to which Avenir will make, subject to certain conditions, including the deposit of not less than 66 2/3% of the issued and outstanding common shares of Ridgeback ("Ridgeback Shares"), receipt of all required regulatory approvals and other customary conditions, an offer to acquire all of the 23,505,871 Ridgeback Shares, for cash, at a price of $0.62 per share (the "Offer"). Avenir will also assume Ridgeback's net debt which, as at June 30, 2009, is expected to be not in excess of $4.5 million.

The terms of the Agreement have been unanimously agreed to by the Boards of Directors of each of Ridgeback and Avenir. The Board of Directors of Ridgeback has concluded that the Offer is in the best interests of Ridgeback and the holders of Ridgeback Shares ("Ridgeback Shareholders") and will recommend that Ridgeback Shareholders tender their Ridgeback Shares to the Offer. Holders of in excess of 34% of the outstanding Ridgeback Shares, including all directors and officers of Ridgeback, have entered into lock-up agreements with Avenir whereby they have agreed to tender their Ridgeback Shares to the Offer. Peters & Co. Limited has acted as financial advisor to Ridgeback and has provided the Board of Directors of Ridgeback with their opinion that the consideration to be received by the holders of Ridgeback Shares pursuant to the Offer is fair from a financial point of view to the Ridgeback Shareholders.

Ridgeback has agreed to pay Avenir a non-completion fee in the amount of $700,000 and Avenir has agreed to pay Ridgeback a non-completion fee of $500,000 in certain circumstances if the Offer is not completed. Ridgeback has agreed to terminate any discussion with other parties and agreed not to solicit or initiate discussions or negotiations with any third party with respect to alternate transactions involving Ridgeback and has granted Avenir a right of first refusal to match any other proposal Ridgeback may receive.

The Avenir take-over bid circular and Ridgeback's directors circular are expected to be mailed out to the Ridgeback Shareholders in late June 2009 and the Offer will expire on the first business day which falls after the 35th day following the date of mailing unless otherwise extended by Avenir in accordance with the terms of the Agreement.

Ridgeback is a private Alberta based corporation actively engaged in the exploration, development and production of crude oil and natural gas in Alberta.

Contacts

Bradley Purdy
President & CEO
Ridgeback Exploration Ltd.
Suite 600
703 - 6th Avenue S.W.
Calgary
Alberta
T2P 0T9
Telephone: (403) 770-0779
Facsimile: (403) 264-7662