CALGARY, ALBERTA–(Marketwired – Nov. 4, 2014) – Blackdog Resources Ltd. (TSX VENTURE:DOG) (“Blackdog“”) is pleased to announce it has obtained shareholder approval for a name change to StonePoint Energy Inc. (“StonePoint” or the “Corporation“). It is anticipated that StonePoint will commence trading under its new name at the opening of trading on or about November 6, 2014 under the symbol “STO”.
StonePoint is also pleased to announce that it has set November 24, 2014 (the “Record Date“) as the record date for its previously announced rights offering (the “Rights Offering“) to the holders of common shares (“Common Shares“) of StonePoint. Pursuant to the Rights Offering, each holder of Common Shares on the Record Date will receive one transferable right (a “Right“) for each Common Share held. Every five Rights will entitle the holder to purchase one Common Share at a price of $0.11 until the Rights expire at 4:00 p.m. (Calgary time) on December 24, 2014 (the “Expiry Date“). There is no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering is not subject to StonePoint receiving any minimum amount of subscriptions from shareholders.
The Rights Offering will be made in each of the provinces of Canada (other than Quebec), and in such other jurisdictions where StonePoint is eligible to make such offering (the “Qualifying Jurisdictions“). Further details of the Rights Offering are described in the Rights Offering Circular (as defined below), which is to be mailed to shareholders in connection with the Rights Offering as soon as practicable following the Record Date.
Subject to the receipt of approval from the TSX Venture Exchange (“TSXV“), the Common Shares are expected to commence trading on the TSXV on an ex-rights basis at the opening of business on or about November 20, 2014. This means that Common Shares purchased on or following November 20, 2014 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a “when issued” basis on the TSXV under the symbol “STO.RT”. Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.
Subscribers in StonePoint’s private placement which closed on October 2, 2014 (the “Private Placement“) and in connection which StonePoint’s board and management were reconstituted have agreed not to participate in the Rights Offering and will not be entitled to exercise, sell or convey any Rights issued in respect of Common Shares acquired in the Private Placement or Common Shares issued on the exercise of warrants acquired in the Private Placement. Accordingly, a maximum of approximately 5.43 million Common Shares will be issued pursuant to the Rights Offering for maximum gross aggregate proceeds of approximately $600,000. StonePoint will use the proceeds of the Rights Offering for capital expenditures and general corporate purposes.
Pursuant to the requirements under applicable securities legislation, a rights offering circular of the Corporation dated November 4, 2014 (the “Rights Offering Circular“) has been filed with the securities regulatory authorities in each of the provinces of Canada other than Quebec. The Rights Offering Circular and related materials will be delivered to all shareholders of the Corporation as of the Record Date. Rights certificates will be issued and forwarded by StonePoint only to holders of Common Share who are resident in one of the Qualifying Jurisdictions. Rights otherwise issuable to shareholders not resident in one of the Qualifying Jurisdictions will be issued to and held, as agent, by the Subscription Agent (as defined below), which will use its reasonable commercial efforts to sell the Rights on behalf of all such holders prior to the Expiry Date and then forward the net proceeds pro rata to such holders.
Registered shareholders wishing to exercise their rights must forward the completed rights certificates along with the applicable funds to the subscription agent for the Rights Offering, Computershare Investor Services Inc. (the “Subscription Agent“), by the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, approval of the TSXV.
ADVISORY: This news release includes forward-looking statements, more particularly statements concerning the date the Common Shares are anticipated to commence trading under the Corporation’s new name and stock symbol, the date the Common Shares are expected to commence trading on an ex-rights basis, and other terms of the Rights Offering.
When used in this document, the words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements.
The forward-looking statements are founded on the basis of expectations and assumptions made by StonePoint which include, but are not limited to, the timing of the receipt of the required regulatory approvals to the Rights Offering, as well as the satisfaction of other conditions pertaining to the completion of the Rights Offering.
Forward-looking statements are subject to a wide range of risks and uncertainties, and although StonePoint believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.
Any number of important factors could cause actual results to differ materially from those in the forward -looking statements including, but not limited to, regulatory approvals not being obtained in the manner or timing anticipated and other factors more fully described from time to time in the reports and filings made by StonePoint with securities regulatory authorities.
Except as required by applicable laws, StonePoint does not undertake any obligation to publicly update or revise any forward-looking statements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. 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 United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
StonePoint Energy Inc.
Steven R. VanSickle
President and Chief Executive Officer
StonePoint Energy Inc.
Vice President, Finance and Chief Financial Officer