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Coelacanth Energy Inc.
Coelacanth Energy Inc.
Registriert in: Kanada WKN: A3DM8N Rohstoffe:
Art: Originalaktie ISIN: CA1920771054 Rohöl
Erdgas
Heimatbörse: TSX Venture Alternativ: -
Währung: CAD    
Symbol: CEI.V Forum:

Leucrotta Exploration Inc. Announces Securityholder Approval of the Plan of Arrangement at Special Meeting and Provides Transaction Update

24.05.2022 | 17:05 Uhr | Newsfile
Calgary, May 24, 2022 - Leucrotta Exploration Inc. (TSXV: LXE) (the "Corporation") announces that the Corporation's Securityholders (as defined below) approved the previously announced plan of arrangement (the "Arrangement") involving the Corporation, Coelacanth Energy Inc. ("ExploreCo"), Vermilion Energy Inc. ("Vermilion") and the Securityholders at a special meeting of the Securityholders held on Friday, May 20, 2022 (the "Meeting").

The special resolution approving the Arrangement was approved by approximately: (i) 100% of the votes cast by the holders (the "Shareholders") of common shares of the Corporation ("Shares"), the holders (the "Warrantholders") of Share purchase warrants issued pursuant to a warrant indenture dated March 31, 2021 between the Corporation and Computershare Trust Company of Canada ("Warrants"), and the holders (the "FT Warrantholders", and together with the Shareholders and Warrantholders, the "Securityholders") of Share purchase warrants issued on June 22, 2021 entitling the holder to acquire Shares that on issuance constitute "flow-through shares" as defined under the Income Tax Act (Canada) ("FT Warrants", and together with Shares and Warrants, "Securities"), voting as a single class, present or represented by proxy at the Meeting; and (ii) 100% of votes cast by Securityholders other than votes attached to Securities required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

Following the Meeting, the Corporation received final order with respect to the Arrangement from the Court of Queen's Bench of Alberta, however the Arrangement remains subject to the satisfaction or waiver of other customary conditions. The Arrangement is expected to close on or about May 31, 2022. Following completion of the Arrangement, the Shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for the Corporation to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Arrangement.

ExploreCo has applied to list its common shares ("ExploreCo Shares") (including all ExploreCo Shares issuable upon exercise of 0.1917 of one Explore Share purchase warrants). Listing will be subject to ExploreCo meeting and fulfilling all listing requirements of the TSX Venture Exchange.

The Arrangement will ultimately result, through a series of transactions, in Securityholders transferring each of their Securities to Vermilion or, in the case of FT Warrants and Warrants, to the Corporation and acquiring in exchange, for each such Security: (i) cash consideration of $1.73 per Share or $0.76 per FT Warrant, as applicable; (ii) one (1) common share of ExploreCo (an "ExploreCo Share"); and (iii) 0.1917 of one ExploreCo Share purchase warrant (each whole warrant an "ExploreCo Arrangement Warrant") for each ExploreCo Share held. Each whole ExploreCo Arrangement Warrant will entitle the holder thereof to acquire one ExploreCo Share for a period of thirty (30) calendar days from the date of closing of the Arrangement at an exercise price of $0.27 per share (collectively, the "Consideration").

Information regarding the procedure for exchange of Securities for the Consideration is provided in the Corporation's management information circular dated April 26, 2022, related to the Meeting (the "Circular"). The Circular and accompanying letter of transmittal (the "Letter of Transmittal") are available on SEDAR under the Corporation's profile on SEDAR at www.sedar.com. Registered Securityholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advice(s) representing their Securities and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal. Non-registered Securityholders who hold their Securities through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary or depository (each, an "Intermediary") who have not already submitted a Letter of Transmittal should contact their Intermediary for instructions and assistance in receiving the Consideration.

Additional information regarding the terms of the Arrangement are set out in the Circular which is available under the Corporation's profile at www.sedar.com.



For further information, please contact:

Leucrotta Exploration Inc.
2110, 530 - 8th Avenue S.W.
Calgary, Alberta T2P 3S8
Phone: (403) 705-4525
www.leucrotta.ca

Robert Zakresky, President and Chief Executive Officer
Nolan Chicoine, Vice President, Finance and Chief Financial Officer



FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "should", "believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information.

More particularly and without limitation, this document contains forward looking statements and information relating to the terms of the Arrangement, the anticipated closing date of the Arrangement, and the satisfaction of the conditions precedent to the completion of the Arrangement. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation and ExploreCo, including expectations and assumptions relating to the Corporation and ExploreCo being able to receive all required regulatory and stock exchange approvals to consummate the Arrangement and that the Arrangement will not be terminated under certain circumstances.

Although the Corporation believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in tax, royalty and environmental legislation. The forward looking statements and information contained in this document are made as of the date hereof for the purpose of providing the readers with management of the Corporation's expectations for the future based on information currently available. The forward-looking statements and information may not be appropriate for other purposes. The Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

 
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