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Lightstream Announces Mailing of Management Information Circular With Respect to Proposed Plan of Arrangement and Special Meeting

/ -- Lightstream Resources Ltd. (the "Company" or "Lightstream") (TSX:LTS) has filed our meeting materials on SEDAR and on our website, including our Management Information Circular (the "Circular") and related voting materials. Meeting materials have been mailed out to registered shareholders and noteholders in connection with our previously announced proposed recapitalization plan by way of Plan of Arrangement under the Canada Business Corporation Act (the "Arrangement" or the "Recapitalization").

On August 29, 2016, Lightstream was granted an amended interim order of the Court of Queen's Bench of Alberta (the "Court") which authorized the holding of special meetings (the "Special Meetings") of the holders of our common shares (the "Shareholders"), the holders of our 9.87% second lien secured notes due 2019 (the "Secured Noteholders") and the holders of our 8.625% unsecured notes due 2020 (the "Unsecured Noteholders") to consider and vote on the Recapitalization and other matters. The meetings will be held on September 30, 2016 in the conference facilities located on the fourth floor of the east tower of the Eighth Avenue Place building at 825 - 8th Ave S.W., Calgary, Alberta. The meeting of Shareholders will commence at 9:00 a.m. (Calgary time), the meeting of Secured Noteholders will commence at 10:00 a.m. (Calgary time) and the meeting of Unsecured Noteholders will commence at 10:30 a.m. (Calgary time). The record date for each of the Special Meetings was September 6, 2016.

After an extensive review of the Company's strategic options, management of Lightstream and Lightstream's Board of Directors believe that the Recapitalization represents the best alternative available to address the Company's capital structure and liquidity needs, and will have the following benefits:

  • Shareholders, Secured Noteholders and Unsecured Noteholders will have an opportunity to continue to participate in the development of Lightstream's properties through their ongoing ownership of equity;
  • The Recapitalization will improve our financial strength and reduce financial risk by retiring approximately $1.175 billion in debt and reducing annual interest expense by approximately $108 million and will improve liquidity by virtue of proceeds raised from the establishment of the new revolving credit facility and offering of the new secured notes; and
  • The Company will be positioned to pursue a modest capital expenditure program to preserve substantial value in the Company's resources and assets, provide flexibility to raise additional capital in the future, and pursue a growth-focussed plan in the event that the commodity price environment justifies investment.

The Board of Directors unanimously recommends that all Shareholders, Secured Noteholders and Unsecured Noteholders vote in favour of the proposed Recapitalization.

As previously announced, under certain circumstances, including if the Unsecured Noteholder litigation is not settled in a manner satisfactory to both the Company and the ad hoc committee of certain Secured Noteholders ("the Ad Hoc Committee") on or before September 16, 2016, or if the Company's lenders decide to exercise enforcement rights in respect of the Company's existing credit facility or if the Recapitalization does not receive the requisite approval of each class of securityholders at their respective meetings, the Company will discontinue the Recapitalization and commence proceedings under the Companies' Creditors Arrangement Act ("CCAA").

On July 13, 2016 we began a robust sale and investment solicitation process (the "SISP"). If the Company commences proceedings under the CCAA, we will seek an initial order for the purposes of implementing a sale transaction by way of a credit bid by the Secured Noteholders or other form of transaction within the CCAA proceedings acceptable to both the Company and the Ad Hoc Committee of Secured Noteholders. The bid deadline for the SISP has been extended to October 7, 2016. Proceedings through either the CBCA or CCAA process are not expected to affect normal course business operations. We continue to have cash on-hand and are continuing to pay all service providers, suppliers and contractors as we pursue our Recapitalization plan.

Securityholder approval is important; vote your securities today.

Readers are urged to consult the Company's press releases issued July 12, 2016, July 13, 2016, July 28, 2016, August 5, 2016, August 10, 2016 and August 26, 2016 for further details respecting the proposed Recapitalization and the Arrangement.

Lightstream Resources Ltd. is an oil and gas exploration and production company focused on light oil in the Bakken and Cardium resource plays. We are committed to delivering industry leading operating netbacks, strong cash flows and consistent operating results through leading edge technology applied to a multi-year inventory of existing and emerging resource play opportunities. Our long-term strategy is to efficiently develop our assets and deliver an attractive dividend yield.

Forward Looking Information. Certain information provided in this press release constitutes forward-looking information (within the meaning of applicable Canadian securities laws). Specifically, this press release contains forward-looking information in respect of the Company's proposed Arrangement or CCAA proceedings and the matters related thereto, including the anticipated timing of certain events, the anticipated effects of the Recapitalization on the Company and its securityholders and the circumstances under which CCAA proceedings would be commenced,. The forward-looking statements are based on information currently available as well as certain expectations and assumptions. Although Lightstream believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Lightstream can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which risks include, without limitation that the Company may not be able to complete the Recapitalization, including the Arrangement or a CCAA transaction, on the timeline or on the terms currently contemplated or at all, that the Company's lenders may undertake actions to enforce their security, the Recapitalization may have an effect on the Company other than what is currently anticipated, the pursuit of the Recapitalization, Arrangement and related activities may divert management time and attention away from other business matters, and that the Company's business is exposed to commodity price and exchange rate fluctuations and changes in the general conditions in the oil and gas industry and in general economic conditions. In addition, the Company is exposed to each of the risks set forth in the AIF which has been filed on SEDAR and can be accessed at Except as may be required by applicable securities laws, Lightstream assumes no obligation to publicly update or revise any forward-looking information provided herein or otherwise, whether as a result of new information, future events or otherwise.

Lightstream Resources Ltd.
John D. Wright
President and Chief Executive Officer
Lightstream Resources Ltd.
Peter D. Scott
Senior Vice President and Chief Financial Officer
Lightstream Resources Ltd.
Annie C. Belecki
General Counsel
Lightstream Resources Ltd.

Distribution channels: Energy