Filed by
Canadian Superior Energy Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Canada Southern Petroleum Ltd.
Commission File No.: 333-135127
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For Immediate Release
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July 31, 2006 |
Canadian Superior Reiterates Recommendation that Canada Southern
Shareholders Should Accept Canadian Superiors Amended and Revised Offer
CALGARY, ALBERTA(CCNMatthews July 31, 2006) Canadian Superior Energy Inc. (Canadian
Superior) (TSX:SNG) (AMEX:SNG) of Calgary, Alberta, Canada further reiterated today that
shareholders of Canada Southern Petroleum Ltd. (Canada Southern) (NASDAQ:CSPLF) (TSX:CSW) should
accept the amended and revised offer from Canadian Superior. On July 26, 2006, Canadian Superior
extended its previous offer for Canada Southern and is in the process of amending its bid for
Canada Southern. As previously announced, Canadian Superior is amending its offer for Canada
Southern with a new bid that is estimated to be worth Cdn $17.10 per share (US $14.97). Under the
amended offer, shareholders of Canada Southern will have the right to elect to receive either (i)
2.0 shares of Canadian Superior, Cdn $2.50 cash and a 25% net profit interest, in the form of
separately tradable Arctic Royalty Trust Units (ARTs) that will be registered and tradable
securities, in up to approximately 927 bcfe of natural gas, being the estimated net amount of
natural gas Canada Southern attributes to its interest in the Canadian Arctic Islands (the amended
consideration), or (ii) Cdn $2.50 cash and 2.75 common shares of Canadian Superior for each Canada
Southern share, being the consideration offered under Canadian Superiors original offer for Canada
Southern. Canadian Superior estimates the value of the net profit interest portion of the amended
consideration to be approximately Cdn $10.00 per Canada Southern share based on a value of
approximately Cdn $0.65 per MCF of natural gas in place. In the Western Canada sedimentary basin,
natural gas is being sold for over Cdn $2.00 per MCF of natural gas in place. Canadian Superiors
offer of the amended consideration is conditional on Canadian Superiors success in acquiring at
least 66 2/3% of the outstanding shares of Canada Southern.
Oil and gas exploration and development is a high risk speculative business and there can be no
assurance to investors that drilling will be productive or that shareholders who elect to receive
the amended consideration will realize any royalties on the net profit interest portion of the
amended consideration. There are currently no announced plans to develop Canada Southerns Arctic
Islands natural gas resources, and future operations, if any, in the Arctic Islands may be
curtailed, delayed or cancelled as a result of numerous factors, including mineral lease title
deficiencies, equipment failures, weather conditions, shortages or delays in sourcing qualified
personnel, shortages or delays in the delivery of equipment, ability to access surface topography,
compliance with governmental requirements or other factors. The future commercial success of oil
and natural gas exploration, development and production activities is subject to certain risks,
including risks set out in Canadian Superiors annual information form, which was filed with
applicable Canadian provincial securities regulatory authorities and the United States Securities
and Exchange Commission (the SEC).
Canadian Oil Sands Limited (Canadian Oil Sands) (TSX:COS.UN) is currently offering Canada
Southern shareholders US $13.10 (approximately Cdn $14.81) and their bid expires at 8:00 a.m. (MST)
on August 1, 2006, as compared to Canadian Superiors amended offer estimated to be worth Cdn
$17.10 per share (US $14.97). If Canadian Oil Sands is successful in acquiring 66 2/3% of the
outstanding shares of Canada Southern, Canadian Superior will have the right to withdraw or
terminate its offer of the amended consideration.
Canadian Superior is a Calgary, Alberta, Canada based oil and gas exploration and production
company with operations in Western Canada, offshore Trinidad and Tobago and offshore Nova Scotia.
See Canadian Superiors website at www.cansup.com to review Canadian Superiors Western Canadian
operations, Trinidad and Tobago holdings and offshore Nova Scotia interests.
Page 2
This news release may be deemed to be solicitation material in respect of Canadian Superiors
tender offer for the outstanding common shares of Canada Southern. On June 19, 2006, Canadian
Superior filed the following documents with the SEC in connection with its offer to purchase the
outstanding common shares of Canada Southern: (1) a Registration Statement on Form F-10 (containing
an offer to purchase and take-over bid circular), and (2) a tender offer statement on Schedule T-O.
Investors and shareholders are urged to read the Registration Statement, the Schedule T-O and any
other relevant documents that have been filed or that will be filed with the SEC. These documents
contain important information and are available without charge on the SECs website at www.sec.gov
and may be obtained from the SEC by telephoning 1-800-SEC-0330. Free copies of these documents may
be also obtained by directing a request to Canadian Superior at the address and telephone number
below, attention Corporate Secretary.
Statements contained in this news release relating to future results, events and expectations are
forward-looking statements within the meaning of Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended.
These forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of Canadian Superior, or industry
results, to be materially different from any future results, performance or achievements expressed
or implied by such statements. Such factors include, among others, those described in Canadian
Superiors annual report on Form 40-F on file with the SEC and Canadian Superiors Offer to
Purchase and Circular, which has been filed as part of a Schedule T-O on file with the SEC.
FOR FURTHER INFORMATION RELATED TO CANADIAN SUPERIOR ENERGY INC. AND/OR THIS NEWS RELEASE, PLEASE
CONTACT:
Canadian Superior Energy Inc.
Suite 3300, 400 3rd Avenue S.W.
Calgary, Alberta
Canada T2P 4H2
Investor Relations
Phone: (403) 294-1411
Fax: (403) 216-2374
www.cansup.com