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PLAN OF ARRANGEMENT
On April 9, 2009, Polar Star Canadian Oil and Gas, Inc. ("Polar Star"), a venture indirectly owned by the Teachers Insurance and Annuity Association of America, acquired all of the issued and outstanding common shares of TUSK Energy Corporation ("TUSK") by way of a court approved plan of arrangement (the "Arrangement"). Under the Arrangement, shareholders of TUSK received CDN $2.15 in cash for each TUSK common share held. TUSK and Polar Star were amalgamated and continued as one corporation, and the name of the amalgamated entity is Polar Star Canadian Oil and Gas, Inc. All of the oil and gas properties formerly operated by TUSK are now operated by Polar Star.
Polar Star has entered into a management agreement with Marble Point Energy Ltd. (“Marble Point”) whereby Marble Point acts as agent and manager on behalf of Polar Star.
Certificate of Amalgamation – Polar Star Canadian Oil and Gas, Inc. and TUSK Energy Corporation
News release dated April 9, 2009 – Plan of Arrangement Completed
News release dated April 7, 2009 – Final Regulatory Approval Received and Closing Date Set
News release dated April 1, 2009 – Shareholder and Court Approval Received
Notice of Special Meeting and Management Information Circular dated February 27, 2009
Letter of Transmittal for Registered Shareholders of TUSK Energy Corporation
Form of Proxy for Registered Shareholders of TUSK Energy Corporation
News Release dated February 10, 2009 – TUSK Enters into Arrangement Agreement for Cash Consideration of $2.15 per Share
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