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
For Immediate Release
July 28, 2006
CANADIAN SUPERIOR BELIEVES CANADA SOUTHERN PETROLEUMS BOARD OF DIRECTORS & ADVISERS
INCAPABLE OF EVALUATING OFFERS FOR CANADA SOUTHERN
CALGARY, ALBERTA(CCNMatthews July 28, 2006) In response to Canada Southerns press release
earlier today, Canadian Superior Energy Inc. (Canadian Superior) (TSX:SNG) (AMEX:SNG) of Calgary,
Alberta, Canada announced today that it is of the opinion that Canada Southern Petroleum Ltd.s
(Canada Southern) (NASDAQ:CSPLF/TSX:CSW) Board of Directors and Advisers are incapable of
evaluating recent bids for Canada Southern. Earlier this week, Canadian Superior extended its
previous offer for Canada Southern and is in the process of amending its bid for the takeover of
the Company. As announced on July 26, 2006, 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) for Canada
Southern. The revised bid is comprised of 2.0 shares of Canadian Superior, Cdn $2.50 cash and a
25% net profit interest in 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.
Canadian Oil Sands Limiteds (Canadian Oil Sands) (TSX:COS.UN) is currently offering Canada
Southern shareholders US $13.10 (approximately Cdn $14.81) and their bids expires 8:00 a.m. (MST)
on August 1, 2006.
Speaking today in Calgary, Canadian Superior Chairman, Greg Noval, said, Based on the comments of
the Chairman of Canada Southern earlier today, it is clear in Canadian Superiors opinion that the
Directors and Advisers are incapable of evaluating bids for Canada Southern. The Chairman of
Canada Southern said today, That Canadian Superiors offer appears to be highly speculative,
lacking in clarity, certainty and credibility and by its very nature impossible to value. It is
obvious and it will certainly be obvious to Canada Southern shareholders that Canada Southern and
its directors, advisers and management are incapable of evaluating their own company; let alone
Canadian Superiors offer, Mr. Noval said in Calgary today.
The cash component of Canadian Superiors bid is very easy to evaluate, as is the stock price of
Canadian Superiors shares, and the value Canadian Superior places on Canada Southerns Canadian
Arctic assets is very conservative compared to transactions currently being consummated across
North America. If Canada Southern and its advisers are incapable of evaluating our offer, Canada
Southern shareholders should be very concerned and question the parameters used by Canada
Southerns directors and advisers in valuing Canada Southerns and all bids for Canada Southern and
the recommendations they have made to their shareholders.
Also commenting today in Calgary, Canadian Superior stated that ever since it was asked to submit a
bid for Canada Southern in writing over a month ago, Canada Southern and its advisers have not even
contacted Canadian Superior for any details or information regarding Canadian Superior or its bid
or regarding Canadian Superiors July 26, 2006 press release extending its offer and announcing the
new amended offer estimated to be Cdn $17.10 (US $14.97). Canadian Superior estimates the value of
the net profit interest 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 compared to the Western Canada
sedimentary basin where natural gas is being sold for over Cdn $2.00 per MCF of natural gas in
place. Accordingly, Canadian Superior estimates that the value of this alternate bid, which
includes the 25% net profit interest and 2.0 Canadian Superior common shares and Cdn $2.50 cash,
equates to approximately Cdn $17.10 per Canada Southern share (US $14.97).
Page 2
If Canada Southern shareholders accepts Canadian Superiors amended revised offering which we are
confident they will do, they will own approximately 20% of the combined Canadian Superior and
Canada Southern entity and they will receive a cash component plus they will effectively have a
royalty trust equal to 25% of Canada Southerns estimated 927 bcfe of natural gas and long term
upside through its Canadian Arctic assets. The combined company will also have expanded its
production base in Western Canada and the shareholders will have tremendous immediate upside
including drilling opportunities slated for later this year where Canadian Superior is involved in
one of the biggest natural gas plays in the world located in Trinidad and Tobago. Accordingly,
both Canada Southern and Canadian Superior shareholders will benefit from the business combination
of these two companies as a result of Canadian Superiors superior top offer for Canada Southern
which we are confident that Canada Southerns shareholders will appreciate, Canadian Superiors
Chairman, Greg Noval, said today.
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 Canadian Superiors offshore Nova Scotia
interests.
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 United States Securities and Exchange Commission
(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.
This news release contains forward-looking information on future production, project start-ups and
future capital spending. Actual results or estimated results could differ materially due to
changes in project schedules, operating performance, demand for oil and gas, commercial
negotiations or other technical and economic factors or services.
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 Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve known and unknown risks, uncertainties and other factors which 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