Status of Appeal
The Court of Appeal of Alberta has scheduled the Appeal hearing for November 9, 2016. In connection with the Appeal, on October 7, 2016, Marquee filed with the Court of Appeal its arguments in support of the Appeal.
The Order of the lower Court provided that the application of the Company to the Court for a final order in connection with the Company’s plan of arrangement involving AOS could not be brought before the Court for hearing until AOS has held a shareholders meeting to consider and vote upon the Arrangement on the terms provided in the Order, including the approval of not less than two-thirds of the votes cast by AOS shareholders and the granting of dissent rights to AOS shareholders in connection therewith.
Marquee is of the view that the Order constitutes a significant departure from established law concerning plans of arrangement in Canada. The Company reiterates that the proposed transaction with AOS is in, both in form and substance, legally consistent with countless prior transactions of a like nature. As a result, the Company is confident that these legal principles will be re-affirmed through a successful appeal. The Company will provide further updates with respect to the Appeal as they materialize.
In the event that the Appeal is successful, it is anticipated that Marquee would be permitted to proceed to seek final approval of its plan of arrangement without the condition that a vote of AOS shareholders be held. In such event, following the approval of the plan of arrangement by Marquee shareholders, Marquee intends to proceed to require, in accordance with the terms of the arrangement agreement between Marquee and AOS dated August 19, 2016 (the “Arrangement Agreement“), that AOS seek and obtain conditional approval of the TSX Venture Exchange, and thereafter close the proposed transaction as soon as practicable.
Extension of Outside Date for Arrangement
For reasons including the Order and the pending Appeal, the Company and AOS have entered into an amending agreement (the “Amending Agreement“) to the Arrangement Agreement extending the outside date of the transaction from November 30, 2016 to January 16, 2017. The extended outside date will permit the parties additional time to address the transaction following the outcome of the Appeal. A copy of the Amending Agreement may be obtained through www.sedar.com.
Adjournment of Marquee Special Meeting
Also in light of the timing of the Appeal, the Company announces its intention to adjourn the special meeting of Marquee shareholders (the “Special Meeting“) to be held on Friday, October 14, 2016 (and originally scheduled to be held on Wednesday, September 21, 2016), called to consider, and if thought advisable, to approve a special resolution authorizing the Arrangement. The adjourned Special Meeting will reconvene on Monday, November 14, 2016 at 8:30 a.m. (Calgary time) at the Altius Centre, 201, 500 – 4th Avenue S.W., Calgary, Alberta. The purpose of this adjournment is to permit the Appeal to be heard by the Court of Appeal of Alberta prior to the Special Meeting.
Shareholders who have already submitted a form of proxy and do not wish to change their vote need not take any further action. The form of proxy or voting instruction form that was previously provided in respect of the Special Meeting will remain valid. Please refer to the management information circular dated August 23, 2016 (the “Circular“) for more details. The Circular is available on the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
To be effective, proxies must be received by Computershare Trust Company of Canada, the registrar and transfer agent of the Company, at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by facsimile, at 1-866-249-7775. In order to be valid and acted upon at the adjourned Special Meeting, proxies must be received not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary) before the time for holding the adjourned Special Meeting or any postponement(s) or adjournment(s) thereof.
Marquee Energy Ltd. is a Calgary based, junior energy company focused on high rate of return light oil development and production. Marquee is committed to growing the company through exploitation of existing opportunities and continued consolidation within its core area at Michichi. The Company’s shares are traded on the TSX Venture Exchange under the trading symbol “MQL” and on the OTCQX marketplace under the symbol “MQLXF”. An updated presentation and additional information about Marquee may be found on its website www.marquee-energy.com and in its continuous disclosure documents filed with Canadian securities regulators on SEDAR at www.sedar.com.