CALGARY, Aug. 14, 2017 /CNW/ – Ironhorse Oil & Gas Inc. (“Ironhorse“) (TSXV:IOG) and Pond Technologies Inc. (“Pond“) are pleased to announce that they have entered into an arms-length non-binding letter of intent dated August 14, 2017 pursuant to which Ironhorse and Pond propose to complete a business combination by way of take-over bid (the “Proposed Transaction“). Pursuant to the Proposed Transaction, Ironhorse will offer to purchase all of the common shares of Pond (“Pond Shares“) in exchange for common shares of Ironhorse (“Ironhorse Shares“) issued from treasury. Holders of Pond Shares will receive 6.9 Ironhorse Shares for each 1 Pond Share held resulting in the issuance of approximately 79,289,591 Ironhorse Shares at a deemed issued price of $0.29 per Ironhorse Share for aggregate ascribed value of approximately $23 million. The Proposed Transaction will constitute a reverse-takeover and change of business of Ironhorse pursuant to the policies of the TSX Venture Exchange (the “TSXV“) and is subject to the acceptance of the TSXV and the approval of the holders of Ironhorse Shares.
Following the completion of the Proposed Transaction, the resulting issuer (the “Resulting Issuer“) is expected to carry on the business of Pond in the carbon capture segment of the industrial sciences industry, which is described below.
As a condition to the completion of the Proposed Transaction, Pond will also complete a brokered private placement of subscription receipts (the “Subscription Receipts“) on a commercially reasonable efforts agency basis for minimum aggregate gross proceeds of $7,000,000 (the “Financing“). Net proceeds are expected to be used to fund the Resulting Issuer’s program to commercialize its technology following completion of the Proposed Transaction and for general corporate purposes.
About Ironhorse
Ironhorse is a Calgary-based junior oil and natural gas production company trading on the TSXV under the symbol “IOG”. Ironhorse owns a working interest in a producing oil and gas property in Alberta.
About Pond
Located in Markham, Ontario, and continued under the laws of the province of Ontario, Pond is a private company that has developed a proprietary system to transform carbon dioxide into bio-products. Pond works with the cement, steel, oil and gas and power generation industries to reduce emissions. Pond has three pilot installations in Ontario and has granted and pending patents in the USA, Europe, China and Taiwan and patents pending in other jurisdictions including Canada.
Pond’s platform technology also produces algae superfoods for the nutraceutical and food additive markets. Pond’s productive system can grow many species of algae, including strains that produce anti-oxidants, omega-3 fatty acids, and protein for human and animal consumption.
The Proposed Transaction
Pursuant to the Proposed Transaction:
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(i) |
subject to the terms of the definitive agreement (the “Definitive Agreement“) to be negotiated and entered into between Ironhorse and Pond, Ironhorse will make a take-over bid to the holders of Pond Shares and each holder who tenders his, hers or its Pond Shares to such take-over bid shall receive 6.9 Ironhorse Shares for each Pond Share held by such shareholder; |
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(ii) |
Ironhorse shall acquire all of the issued and outstanding Pond Shares; and |
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(iii) |
Pond will continue as a wholly-owned subsidiary of Ironhorse. |
Completion of the Proposed Transaction is subject to the completion of a number of conditions, including, but not limited to: (i) completion of the Financing for minimum gross proceeds of $7 million; (ii) negotiation and execution of the Definitive Agreement; (iii) all conditions under the Definitive Agreement having been satisfied or waived; (iv) receipt of Exchange conditional approval for the Proposed Transaction and the issuance of Ironhorse Shares pursuant to the Proposed Transaction; (v) receipt of all required shareholder, regulatory, governmental and third party approvals, including the approval of the holders of Ironhorse Shares; and (vi) deposit of all of the Pond Shares to the take-over bid made by Ironhorse.
The Ironhorse Shares will be halted until the Proposed Transaction has closed.
Additional Information
Additional information regarding Ironhorse is available on SEDAR and Ironhorse’s website at www.ihorse.ca.
Additional information regarding the Proposed Transaction, the Financing and Pond, including the proposed management team and board of directors of the Resulting Issuer, will be made publicly available by Ironhorse and Pond in due course.
Pond will apply to the TSXV for an exemption from the sponsorship requirements in connection with the Pond Acquisition. There is no assurance that such exemption will be granted.
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