CALGARY, AB–(Marketwired – November 30, 2015) – Kicking Horse Energy Inc. (“Kicking Horse“) (TSX VENTURE: KCK) is pleased to announce that today it received securityholder and court approval for the previously announced plan of arrangement (the “Arrangement“) pursuant to which ORLEN Upstream Canada Ltd. (“ORLEN“) will acquire all the issued and outstanding common shares of Kicking Horse. Pursuant to the Arrangement, Kicking Horse shareholders will receive $4.75 cash for each common share of Kicking Horse held. The Arrangement was approved by: (i) shareholders and optionholders of Kicking Horse holding greater than 99% of the securities of Kicking Horse who voted on the Arrangement; and (ii) shareholders of Kicking Horse holding greater than 99% of the common shares of Kicking Horse who voted on the Arrangement after excluding the vote cast by such persons whose votes were required to be excluded in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement is expected to be completed on December 1, 2015.
Certain information contained in this press release constitutes forward-looking information or statement including, without limitation, the expected timing and completion of the Arrangement. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements, including, but not limited to, the failure of either Kicking Horse or ORLEN or any other third party to satisfy any of the conditions of closing the Arrangement. Kicking Horse does not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, Kicking Horse does not undertake any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release is made as of the date of this document and Kicking Horse does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the Arrangement described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.
Neither the TSX Venture Exchange not 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 press release.
FOR FURTHER INFORMATION PLEASE CONTACT:
President and Chief Executive Officer