Royal Dutch Shell plc Announces a Proposal to Acquire all the Outstanding Shares in Duvernay Oil Corp

THE HAGUE, The Netherlands, July 14 /PRNewswire-FirstCall/ -- Royal Dutch Shell plc ("Shell") announced today a proposal by its wholly owned subsidiary Shell Canada Limited, to offer (the "Offer") to acquire all of the outstanding shares of Duvernay Oil Corp. ("Duvernay").

The Offer will be a cash offer of C$83 per share of Duvernay. The Offer would value Duvernay's fully diluted share capital at approximately C$5.9 billion, including debt, and would be a 36% premium over the average share price over the last 30 days.

The Board of Duvernay has voted unanimously to recommend the Offer to shareholders.

In connection with the Offer, directors and officers of Duvernay have entered into lock-up agreements pursuant to which they have agreed to tender all of their shares in connection with the Offer, subject to certain exceptions, representing in aggregate some 18.1% of the fully diluted share capital of Duvernay. In addition, Duvernay has agreed in certain circumstances to pay a non-completion fee of C$120 million, and the parties have agreed to customary non-solicitation covenants.

Duvernay is a leading acreage holder in the Western Canadian Sedimentary Basin. The company has some 1,800 square kilometers (~450,000 acres) of landholdings there, including positions in the emerging Montney tight gas trend. Duvernay has reported over 25,000 barrels oil equivalent per day (boe/d) of production, predominantly in natural gas, with plans to increase production to around 70,000 boe/d by 2012. Shell has around 80,000 boe/d of tight gas production in North America, and has been building its acreage positions for future growth.

Shell's Chief Executive Jeroen van der Veer commented "Shell has a proven track record in North America tight gas activities. Duvernay could become a valuable part of the Shell portfolio, where we can add value through technology and scale. The combination of Duvernay's acreage with Shell's proven operating experience and financing capabilities make this transaction attractive to all shareholders."

Full details of the Offer will be included in a take-over bid circular and related documents, which will be filed shortly with securities regulators and mailed to Duvernay shareholders.

The Offer is subject to regulatory approvals and other conditions contained in the formal offer documents, including the tendering of at least two-thirds of Duvernay's fully diluted share capital.

  Notes for Editors
  Shell

Shell is a leading player in North America tight gas, with producing positions including in Western Canada, Wyoming (Pinedale), and in South Texas. With tight gas production of some 80,000 boe/d, Shell has a strong and proven track record in responsible and low cost activities in this play. Shell is also well positioned for future growth, with acreage in the emerging Haynesville play located in Louisiana and Texas.

Duvernay Oil Corp.

Duvernay is an Alberta-based oil and gas company, which was founded in 2001. It is engaged in the exploration and development of natural gas and crude oil with emphasis on the deeper, western portion of the Western Canadian Sedimentary Basin in Alberta and Northeastern British Columbia.

Duvernay owns some 450,000 net acres (~1800 square kilometers) in two large gas project areas, Sunset-Groundbirch in British Columbia and the Alberta Deep Basin - both characterized by multiple, extensive tight gas reservoirs with long-producing life. Duvernay owns and controls the natural gas processing and delivery infrastructure in both large project areas.

Duvernay estimates that its production could grow from ~20 kboe/d in 2007 to some 70 kboe/d in 2012.

  The Company's head office is in Calgary, Canada.
  Legal Notice

This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Duvernay shareholders are advised to review the circular and any other relevant documents to be filed with the Canadian securities regulatory authorities because they will contain important information. In addition to mailed copies of the circular, investors will be able to obtain the documents free of charge through the System for Electronic Document Analysis and Retrieval (SEDAR) at http://www.sedar.com/.

Cautionary Statement