CALGARY, ALBERTA–(Marketwired – Jan. 8, 2016) –
Yoho Resources Inc. (“Yoho” or the “Company“) (TSX VENTURE:YO) announces that in connection with its recently completed disposition of Duvernay assets in the Kaybob area of Alberta for cash consideration of $50 million (prior to adjustments) (the “Transaction“), Yoho is making an offer to purchase for cash (the “Offer“) its outstanding $11.8 million aggregate principal amount of 8.25% convertible secured subordinated debentures maturing on June 30, 2020 (the “Debentures“) at a price equal to 120% of the principal amount of the outstanding Debentures plus accrued and unpaid interest. Completion of the Transaction constituted a change of control under the terms of the trust indenture governing the Debentures and, as such, Yoho is required to make the Offer in accordance with the terms of such indenture.
The Offer will be delivered to the holders of the Debentures and will remain open for acceptance until noon (Calgary time) on February 12, 2016. As the Debentures are issued in book-entry only form, beneficial holders of Debentures who wish to accept the Offer must contact the investment dealer, stockbroker, financial institution or other nominee through which they hold their Debentures and instruct such nominee to accept the Offer on their behalf. Beneficial holders should also confirm with such nominee any deadlines by which the holder must provide acceptance instructions in order for the nominee to cause the Offer to be accepted on the holder’s behalf before the expiry of the Offer on February 12, 2016. Notice of the Offer along with Yoho’s offer to purchase the Debentures will be available on Yoho’s SEDAR profile at www.sedar.com.
A holder desiring to tender to the Offer with respect to only a portion of the aggregate principal amount of such holder’s Debentures may do so, provided that the principal amount of Debentures which is deposited to the Offer is in a denomination of $1,000 or an integral multiple thereof.
Holders of Debentures who deposit their Debentures to the Offer will also receive accrued and unpaid interest on such tendered Debentures up to, but excluding, the Offer expiration date of February 12, 2016, being the anticipated date of acquisition of the Debentures by Yoho. Should a Debenture holder elect not to accept the Offer, the Debentures will remain outstanding and will continue to be governed by the terms of the debenture indenture.
In the event that 90% or more of the principal amount of the Debentures outstanding on the date of the Offer are tendered for purchase by Yoho pursuant to the Offer, Yoho may elect to redeem all of the remaining outstanding Debentures, at the Offer price, immediately following the expiration of the Offer.
The board of directors of Yoho has not made any recommendations with respect to whether Debenture holders should tender their Debentures under the Offer. Holders of Debentures are urged to consult their own investment, legal, tax and other professional advisors and to make their own decisions whether to deposit their Debentures in acceptance of the Offer.
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