Boomerang Oil, Inc. Announces Results of Annual and Special Meeting of Shareholders and Shares for Debt Agreements

07.08.2015  |  The Newswire

TORONTO, August 7, 2015 - Boomerang Oil Inc. (the "Company" or "Boomerang") (CSE:BOI) (FSE:0B9) is pleased to announce the voting results from the Company's Annual General and Special Meeting of Shareholders held on July 23, 2015 (the "Meeting").

The three nominees as proposed by the Company were elected to the board, namely Dennis Alexander, Joanne Sylvanus, and Brendan Purdy.

The shareholders approved a resolution appointing M&K CPAS, PLLC, as auditors for the Company for the ensuing year, and re-approved the 10% rolling stock option plan of the Company in accordance with the policies of the Canadian Securities Exchange (the "Exchange").


Shares for Debt Arrangement

Additionally, the Company announced today that it has entered into settlement agreements with trade creditors, including its majority shareholder Mondial Ventures Inc. ("Mondial"), for the full and final settlement of certain debts outstanding (collectively the "Settlement Agreements"). Pursuant to the Settlement Agreements, Boomerang would issue common shares of the Company at a deemed price of $0.05 per common share in full and final settlement of the amounts owing to such creditors (the "Shares for Debt Settlement"). The board has approved a maximum of $450,000 to be settled and a total of 9,000,000 common shares to be issued to the creditors. These shares carry no warrants.

All securities issuances contemplated herein shall be subject to any statutory or regulatory requirements with respect to hold period and compliance with all rules and policies of the Exchange.

The Shares for Debt Settlement entered into with Mondial is a related party transaction pursuant to Exchange Policy 6. Accordingly, this transaction is subject to Ontario Securities Commission Policy 61-501 (the "OSC Policy"). The Company is relying upon exemptions from the valuation and minority approval requirements found in sections 5.5(2), 5.5(8), 5.7(3) and 5.7(6) of the OSC Policy, respectively. The Company is entitled to rely on these exemptions given the transaction is for securities with a fair market value of less than $2,500,000, a fair market value not more than 25% of the Company's market capitalization, and has been approved by an independent committee of the board of directors. The independent committee reviewed the recent trades in securities of the Company and the OSC Policy in making its determination to approve the transactions.


About Boomerang

The Company is an oil and gas producer engaged in the acquisition of oil and gas properties and assets principally within the United States of America. The Company is currently operating within Texas and has a compliant NI 51-101 Reserve Estimate. The Company's business model is to acquire existing oil fields with proven reserves and to rehabilitate oilfields with potentially high throughput.


ON BEHALF OF THE BOARD

Dennis Alexander
President & CEO



For further information contact:

Dennis Alexander at info@boomerangoil.com, or by telephone on (480) 948-6581



This news release also includes forward-looking statements that involve a number of risks and uncertainties. The information reflects numerous assumptions as to industry performance, general business and economic conditions, regulatory and legal requirements, taxes and other matters, many of which are beyond the control of the company. Similarly, this information assumes certain future business decisions that are subject to change. There can be no assurance that the results predicted here will be realized. Actual results may vary from those represented, and those variations may be material.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

THE CSE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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