CALGARY, Aug. 24, 2015 /CNW/ – SilverWillow Energy Corporation (TSXV: SWE) (“SilverWillow” or the “Company“), is pleased to announce that the proposed amalgamation (the “Amalgamation“) of SilverWillow and 9341102 Canada Inc. (“AcquireCo“), a wholly-owned subsidiary of Value Creation Inc. (“Value Creation“), has been approved by holders (“SilverWillow Shareholders“) of common shares (“SilverWillow Shares“) at a special meeting of SilverWillow Shareholders held today (the “Meeting“).
On July 2, 2015, SilverWillow, AcquireCo and Value Creation entered into an agreement (the “Acquisition Agreement“) pursuant to which, among other things, SilverWillow agreed to amalgamate with AcquireCo and continue as a wholly-owned subsidiary of Value Creation. Upon closing of the Amalgamation, SilverWillow Shareholders will receive cash consideration of C$0.03 per SilverWillow Share.
The Amalgamation requires approval of 66 ⅔% of SilverWillow Shareholders voting in person or by proxy at the Meeting and a “majority of the minority” as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) after excluding the votes cast in respect of SilverWillow Shares held by persons as are required to be excluded under MI 61-101. Approximately 96.8% of the SilverWillow Shareholders and a majority of the minority voting at the Meeting in person or by proxy voted in favour of the resolution approving the Amalgamation.
SilverWillow, AcquireCo and Value Creation are working to satisfy the remaining conditions and complete the documents to give effect to the Amalgamation. Following closing of the Amalgamation, it is expected that the SilverWillow Shares will be delisted from the TSX Venture Exchange and SilverWillow will cease to be a reporting issuer in all of the provinces of Canada.
Further information about the Amalgamation is set forth in the information circular and proxy statement in respect of the Meeting which has been filed under SilverWillow's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
SilverWillow Energy is a Calgary, Alberta-based pre-production oil sands company with a portfolio of exploration leases in Canada's Athabasca oil sands. To learn more, please visit www.swenergy.ca.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Amalgamation and has neither approved nor disapproved of the contents of this news release.
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.
Cautionary Statements Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. The forward-looking information in this news release relates, but is not limited to: statements with respect to the potential acquisition of SilverWillow by Value Creation; the ability of the parties to satisfy conditions to closing; and the delisting of SilverWillow Shares from the TSX Venture Exchange and SilverWillow ceasing to be a reporting issuer in all of the provinces of Canada.
The forward-looking information set out in this news release, is based on certain expectations and assumptions regarding, among other things: the ability of the Company and Value Creation to satisfy the conditions to the Amalgamation; the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Acquisition Agreement; the absence of further changes and further economic conditions which may otherwise effect the parties or the Amalgamation.
Forward-looking information is subject to known and unknown risks and uncertainties and other factors which may cause actual results, events and achievements to differ materially from those expressed or implied in such forward-looking information. Such risks, uncertainties and factors include, among others: the risks that the parties will not be able to complete the Amalgamation within the time frame indicated or at all; and the risk that events may occur which give rise to a material adverse change or other event which causes a party to terminate the Acquisition Agreement.
Additional risks relating to the business and operations of SilverWillow are set forth in the Company's most recent Management's Discussion and Analysis, which are filed under the Corporation's profile on SEDAR at www.sedar.com.
SilverWillow undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward looking information.
SOURCE SilverWillow Energy Corporation