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Press release from Marketwire

WestFire Energy and Orion Oil & Gas Announce Filing of Joint Information Circular and Provide Guidance Regarding the Canadian Postal Disruption

Monday, June 06, 2011

WestFire Energy and Orion Oil & Gas Announce Filing of Joint Information Circular and Provide Guidance Regarding the Canadian Postal Disruption19:07 EDT Monday, June 06, 2011CALGARY, ALBERTA--(Marketwire - June 6, 2011) - WestFire Energy Ltd. ("WestFire") (TSX:WFE) and Orion Oil & Gas Corporation ("Orion") (TSX:OIP) are pleased to jointly announce that they have filed a joint information circular (the "InformationCircular") dated June 2, 2011 of Orion and WestFire for the upcoming special meetings of each of Orion (the "Orion Meeting") and WestFire (the "WestFire Meeting" and, together with the Orion Meeting, the "Meetings") at which Orion's shareholders (the "Orion Shareholders") and WestFire's shareholders (the "WestFire Shareholders" and, together with the Orion Shareholders, the "Shareholders") will be asked, respectively, to consider and vote upon certain matters in connection with the previously announced plan of arrangement (the "Arrangement") which would result in the combination of WestFire and Orion. Pursuant to the Arrangement, an Orion Shareholder will receive, at its election, 0.125 of a common share or 0.125 of a non-listed non-voting convertible share in the capital of WestFire for each Orion share held. The Orion Meeting and WestFire Meeting are scheduled to be held in the Bow Valley Room at the Westin Calgary Hotel, 320 – 4th Avenue S.W., Calgary, Alberta at 9:00 a.m. (Calgary time) and 11:00 a.m. (Calgary time), respectively, on Thursday, June 30, 2011. Further details are set forth in the notices of meetings that are included with the Information Circular. The Information Circular contains details concerning the Arrangement, the requirements for the Arrangement to become effective, the procedure for exchanging Orion shares for WestFire shares, voting at the Meetings and other related matters, together with detailed information concerning WestFire and Orion and their respective businesses and affairs. Shareholders are urged to carefully review the Information Circular and accompanying materials (collectively, the "Meeting Materials") as they contain important information regarding the Arrangement and its consequences to Shareholders. If the Arrangement and the related matters in connection with the Arrangement are approved by the Shareholders on June 30, 2011 at the Meetings, Orion intends to apply to the Court of Queen's Bench of Alberta for a final order approving the Arrangement at a hearing scheduled for the same day. If the final order is granted and all other conditions precedent are satisfied or waived at such time, WestFire and Orion expect that the Arrangement will be completed and become binding upon all Shareholders on June 30, 2011. Orion and WestFire have commenced mailing to the Shareholders the Meeting Materials, including the Information Circular, the instrument of proxy for use at the Meetings and letter of transmittal and election form by which registered Orion Shareholders may surrender the certificates representing their Orion shares in exchange for the WestFire shares issuable under the Arrangement. Copies of the Meeting Materials are also available electronically on the SEDAR website (, WestFire's website ( or Orion's website ( Canadian Union of Postal Workers has commenced a strike which may disrupt postal services in Canada. The strike or other job action taken in connection with such labour dispute may delay or prevent the delivery of the Meeting Materials to Shareholders or adversely affect the ability of Orion Shareholders to deposit their Orion shares in a timely fashion. Accordingly, Shareholders are reminded that the Meeting Materials are available electronically on SEDAR at Alternatively, a registered Shareholder or a non-objecting beneficial owner of Orion shares or WestFire shares ("NOBOs") may contact Equity Financial Trust Company at 1-416-595-9593 (Orion Shareholders) or Valiant Trust Company (WestFire Shareholders) at 1-866-313-1872 to arrange for delivery of the Meeting Materials by electronic mail or courier at no charge to such Shareholder. Objecting beneficial owners of Orion shares or WestFire shares ("OBOs") may contact their broker, nominee or other intermediary to arrange for delivery of the Meeting Materials.Orion and WestFire recommend that Shareholders transmit their voting instructions by Internet in the manner described in the Information Circular to ensure the delivery of such instructions is not delayed by the postal disruption. Registered Shareholders and NOBOs who do not receive their Meeting Materials by mail, courier or email may contact Equity Financial Trust Company or Valiant Trust Company, as the case may be, at the numbers set out above to obtain the information required to transmit their voting instructions via the Internet. OBOs may contact their broker, nominee or other intermediary to arrange for the transmission or delivery of their voting instructions.Orion also recommends that Orion Shareholders deposit with the depositary appointed in connection with the Arrangement, Valiant Trust Company, their Orion shares (i) by hand and a receipt therefor be obtained; or (ii) by courier (other than Canada Post) and appropriate insurance be obtained, to ensure that such deposit is not delayed by the postal disruption.For further information regarding the delivery of Meeting Materials and the transmission of voting instructions, Orion Shareholders should contact Equity Financial Trust Company and WestFire Shareholders should contact Valiant Trust Company at the numbers set out above.Summary Information Relating to WestFire WestFire is a Calgary, Alberta based oil and gas exploration, development and production company whose shares are traded on the Toronto Stock Exchange under the trading symbol of "WFE". Currently, WestFire has 44.8 million shares issued and outstanding.Summary Information Relating to Orion Orion is engaged in the exploration for and development of oil and natural gas interests located primarily in the Kaybob, Redwater and Bigstone areas of Alberta. Orion is operator at its Kaybob, Redwater and Bigstone properties. Cautionary Statement Regarding Forward-Looking InformationCertain information contained in this press release constitutes forward-looking information or statements including, without limitation, information and statements respecting: the timing and results of the Meetings, the timing and completion of the Arrangement and the impact, if any, of the ongoing postal disruption, is forward-looking information. Forward-looking information and statements are often, but not always, identified by the use of words such as "anticipate", "seek", "believe", "expect", "hope", "plan", "intend", "forecast", "target", "project", "guidance", "may", "might", "will", "should", "could", "estimate", "predict" or similar words or expressions suggesting future outcomes or language suggesting an outlook. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. WestFire and Orion do not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, WestFire and Orion do not undertake any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release are made as of the date of this document and WestFire and Orion do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.FOR FURTHER INFORMATION PLEASE CONTACT: Gary GuidryOrion Oil & Gas CorporationPresident and Chief Executive Officer(403) 297-1430(403) 237-9791 (FAX)ORDouglas AllenOrion Oil & Gas CorporationChief Financial Officer(403) 297-1430(403) 237-9791 (FAX)ORTrevor PetersOrion Oil & Gas CorporationVice President, Business Development and Corporate Planning(403) 297-1430(403) 237-9791 (FAX)www.orionoilandgas.caORLowell JacksonWestFire Energy Ltd.President and Chief Executive Officer(403) 718-3601ORStephen BurttWestFire Energy Ltd.Vice President Finance and Chief Financial Officer(403)