QUEBEC, QUEBEC–(Marketwired – June 28, 2017) – Pétrolia Inc. (TSX VENTURE:PEA) (“Pétrolia” or the “Company“) is pleased to announce that it has obtained an interim order (the “Interim Order“) from the Quebec Superior Court (Commercial Division) (the “Court“) in connection with its previously announced planned amalgamation with Pieridae Energy Limited (“Pieridae“) by way of a plan of arrangement (the “Arrangement“) under the Canada Business Corporations Act (“CBCA“). The Interim Order, among other things, authorizes Pétrolia to call and hold an annual and special meeting of its shareholders (the “Meeting“) to consider and, if deemed advisable, approve (i) the continuance of Pétrolia into the CBCA, (ii) the reduction of the stated capital of its common shares (as more fully described below) and (iii) the Arrangement, in addition to matters usually addressed at its annual meetings. In accordance with the Interim Order, the Meeting will be held at a date to be determined concurrently with the finalization of the joint information circular to be addressed to the respective shareholders of Pétrolia and Pieridae (the “Circular“). The record date for determining Pétrolia shareholders entitled to receive notice of and vote at the Meeting has been established as the close of business on June 28, 2017.
When the Circular is final and the exact date of the Meeting is established, Pétrolia will issue another press release to announce the details. Until such announcement, Pétrolia and Pieridae continue to work towards completing Pieridae’s previously announced private placement financing of subscription receipts and finalising the documents to be filed with the TSX Venture Exchange (the “Exchange“), including the Circular which will set out detailed information about the transaction and the two companies.
First Amendment to the Arrangement Agreement
Pétrolia also announces that it has entered into an agreement with Pieridae (the “First Amendment“) to amend certain provisions of the arrangement agreement executed on May 15, 2017 with Pieridae (the “Arrangement Agreement“).
In addition to correcting minor inconsistencies in the previously filed Arrangement Agreement, the First Amendment provides for the addition, as a condition to the Arrangement, of the reduction of the stated capital of Pétrolia’s common shares. In fact, in order to proceed with the Arrangement, Pétrolia must satisfy the solvency requirements of subsection 192(2) of the CBCA, which provides that (a) Pétrolia must not be unable to pay its liabilities as they become due, and (b) the realizable value of the assets of Pétrolia must not be less than the aggregate of its liabilities and stated capital of all classes of shares of Pétrolia. Since Pétrolia, as of this date, does not meet part (b) of this statutory test, a resolution concerning the reduction of the stated capital of the Company’s issued and outstanding common shares to $1.00 shall be put before Pétrolia’s shareholders for approval.
All terms and conditions of the Arrangement Agreement not modified by the First Amendment remain unchanged. For further details with respect to the material terms of the Arrangement, please refer to Pétrolia’s press release dated May 15, 2017 and the Arrangement Agreement which, together with the First Amendment, are available on the Company’s SEDAR profile on www.sedar.com. In addition, in order to allow for a better understanding of the transaction, a “frequently asked questions” for investors is available on-line on Pétrolia’s website, www.petrolia-inc.com.
Trading of the Pétrolia Common Shares remains halted at least until the reception, to the satisfaction of the Exchange and according to its applicable policies, of the documents necessary to resume trading. Pétrolia will issue a further news release when the trading of the Pétrolia Common Shares is to resume.
Pétrolia and Pieridae are working to complete the next steps and to satisfy the conditions of the Arrangement. When additional information becomes available, a press release will be issued.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Pétrolia should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Pétrolia is a junior oil and gas exploration company which owns interests in oil and gas licences covering 16,000 km² (4 million acres), which represents almost 23% of the Québec territory under lease. Pétrolia is a Québec leader in oil and gas exploration and its vision is to develop oil from here, by the people here, for here. The social and environmental dimensions are a major concern of Pétrolia and its exploration process. Through its Investissement PEA Inc. subsidiary, Pétrolia holds 21.7% of the Hydrocarbons Anticosti L.P. limited partnership and its Pétrolia Anticosti Inc. subsidiary is the operator of its Île d’Anticosti project. Pétrolia has 108,399,683 shares issued and outstanding.
Certain statements made herein may constitute forward-looking statements. These statements relate to future events or the future economic performance of Pétrolia and carry known and unknown risks, uncertainties and other factors that may appreciably affect their results, economic performance or accomplishments when considered in light of the content or implications or statements made by Pétrolia. Actual events or results could be significantly different. Accordingly, investors should not place undue reliance on forward-looking statements. Pétrolia disclaims any intention or obligation to update these forward-looking statements.
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.
Martin Belanger, P. Eng.
Interim President and Chief Executive Officer