CALGARY, ALBERTA–(Marketwired – Jan. 5, 2015) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Further to its press release of December 19, 2014, Arcan Resources Ltd. (TSX VENTURE:ARN) (“Arcan” or the “Company“) announced today that it has commenced the mailing process, and filed its meeting materials (“Meeting Materials“), in respect of the upcoming meeting (“Meeting“) of the holders (“Debentureholders“) of its $86.25 million 6.25% convertible unsecured subordinated debentures due February 28, 2016 and $85.0 million 6.50% convertible unsecured subordinated debentures due October 31, 2018 (collectively, the “Debentures“). At the Meeting, Debentureholders will be asked to vote in respect of a proposed transaction which, if approved, will result in all of the issued and outstanding Debentures being exchanged into equity at an exchange price of $0.15 per share (the “Exchange“).
The Meeting will be held at the Calgary Petroleum Club, 319 Fifth Avenue S.W., Calgary, Alberta, Canada on February 2, 2015 at 11:00 a.m. (Calgary time). The record date for voting at the Meeting has been set at December 31, 2014.
Further information about the Exchange and the Meeting is set forth in the Meeting Materials which have been filed under Arcan’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com as well as on the Company’s website at www.arcanres.com.
Arcan Resources Ltd. is an Alberta, Canada corporation that is principally engaged in the exploration, development and acquisition of petroleum and natural gas located in the Western Canada Sedimentary Basin. Additional information about the Company, including the Company’s annual information form for the year ended December 31, 2013, is available under Arcan’s profile on SEDAR at www.sedar.com.
Forward-Looking Information and Statements
This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words ”expect”, ”anticipate”, ”continue”, ”estimate”, ”guidance”, ”objective”, ”ongoing”, ”may”, ”will” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to, among other things, the completion of the Exchange upon receipt of Debentureholder approval and the anticipated date of, and information relating, to the Meeting.
Arcan believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. With respect to forward-looking statements contained in this press release, Arcan made assumptions regarding, among other things: that Arcan will receive, in a timely manner, the approval of the TSX Venture Exchange (the “TSXV“) in respect of the Exchange; the satisfaction or waiver of all other conditions precedent to the Exchange; and the plans of counterparties, including certain Debentureholders and Arcan’s banking syndicate.
The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: the risk that, even if Debentureholder approval is received, the Exchange may not be successfully completed on the timelines anticipated or at all; the consummation of the Exchange is dependent on the satisfaction of certain conditions and the approval of the TSXV and Debentureholders and such may not be completed or obtained, as applicable, on the timelines anticipated or at all; in the event that a Control Person (as defined by the TSXV) is created, the Exchange will be subject to disinterested shareholder approval and therefore will not be completed on the timelines anticipated and if such disinterested shareholder approval is not obtained, the Exchange will not be completed at all; and certain other risks detailed from time to time in Arcan’s public disclosure documents including, without limitation, those risks identified in this press release, and in Arcan’s annual information form, copies of which are available under Arcan’s profile on SEDAR at www.sedar.com.
The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Arcan does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Neither 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Arcan Resources Ltd. in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States, absent registration under the United States Securities Act of 1933, as amended, and any applicable state securities laws, or the availability of an exemption therefrom.
Arcan Resources Ltd.
Chief Executive Officer
Arcan Resources Ltd.
Arcan Resources Ltd.
Suite 2200, 500 – 4th Avenue S.W.
Calgary, AB T2P 0H7