CALGARY, Alberta, Sept. 14, 2017 (GLOBE NEWSWIRE) — RMP Energy Inc. (“RMP” or the “Company“) (TSX:RMP) announces that it has filed its information circular and proxy statement dated September 13, 2017 (the “Information Circular“) on the System for Electronic Document Analysis and Retrieval (“SEDAR“) for the upcoming special meeting (the “Meeting“) of holders of common shares of RMP (the “Shareholders“). At the Meeting, the Shareholders will consider and vote upon the previously-announced transformational asset disposition (the “Transaction“), pursuant to which the Company will dispose of all of its crude oil and natural gas interests in the Waskahigan/Grizzly, Kabob, Gilby and Pine Creek areas of West Central Alberta, in addition to other minor Alberta properties (collectively, the “Disposition Assets“) for total consideration of $80.0 million, subject to customary closing adjustments. The Company will retain its crude oil and natural gas properties and associated interests in its core Elmworth area of operations (the “Retained Assets“).
At the Meeting, the Company will also be seeking approval of Shareholders for a name change of the Company to “Iron Bridge Resources Inc.“. If approved, the name change will become effective upon filing of articles of amendment of the Company, which is expected to be completed as soon as practicable following the Meeting. The trading symbol “IBR” has been reserved for the Company by the Toronto Stock Exchange in connection therewith.
The Meeting is scheduled to be held on October 13, 2017 at 9:00 a.m. (Calgary time) in the Altius Centre, Conference Room, 2nd Floor +15 Level, 500 – 4th Avenue S.W., Calgary, Alberta. The Information Circular contains details concerning the Transaction and the Disposition Assets, outlines the strategic reasons for the Transaction, and provides certain pro-forma information concerning the Company and the Retained Assets. In conjunction with preparation of the Information Circular, the Company engaged McDaniel & Associates Consultants Ltd. to prepare an independent reserves evaluation of the crude oil, natural gas liquids and natural gas reserves associated with the Retained Assets effective as of September 1, 2017 (the “Elmworth Reserves Evaluation“). A detailed summary of the results of the Elmworth Reserves Evaluation, prepared in accordance with the standards and definitions contained in National Instrument 51‑101 – Standard of Disclosure for Oil and Gas Activities, is contained in the Information Circular. Shareholders are urged to carefully review the Information Circular and related materials (collectively, the “Meeting Materials“) as they contain important information regarding the Transaction.
The Board of Directors of the Company (the “Board“) has unanimously determined that the Transaction is in the best interests of RMP and the Shareholders. The Board unanimously recommends that Shareholders vote to approve the Transaction at the Meeting. Principal shareholders of RMP, including all of its directors and officers, who collectively own or control approximately 20.1% of the outstanding common shares of RMP entitled to be voted at the Meeting, have entered into voting support agreements pursuant to which they have agreed to vote in favour of the Transaction.
GMP Securities L.P. (“GMP FirstEnergy”), the Company’s financial advisor, has provided the Board with an opinion that the consideration to be received by the Company pursuant to the Transaction is fair from a financial point of view, to the Company (the “Fairness Opinion“). A complete copy of the Fairness Opinion is contained in the Information Circular.
If the Transaction is approved by Shareholders at the Meeting, subject to satisfaction of customary conditions to closing, the Transaction is expected to be completed on or about October 18, 2017.
Detailed voting instructions for registered and beneficial Shareholders wishing to cast their vote in person or by proxy at the Meeting are contained in the Information Circular and within the instrument of proxy or voting instruction form accompanying the Information Circular. The record date for Shareholders entitled to receive notice of and to vote at the Meeting is September 13, 2017.
For inquiries related to the Meeting or instructions on how to vote, Shareholders can contact the Company’s registrar and transfer agent, Computershare Trust Company of Canada, at 1-800-564-6253 in North America or at 514-982-7555 internationally.
For additional information about the Company, investors and Shareholders are also encouraged to review the Company’s latest corporate presentation which is posted on the Company’s website at www.rmpenergyinc.com.
For more information, please contact:
RMP ENERGY INC.
Chief Executive Officer
Vice President, Finance and Chief Financial Officer
Cautionary Statement Regarding Forward Looking Statement
Certain information contained in this press release constitutes forward-looking information or statements including, without limitation, information and statements respecting: the timing and results of the Meeting, the anticipated completion of the Transaction and timing thereof, including satisfaction of conditions thereto and the anticipated name change of the Company. Forward-looking information and statements are often, but not always, identified by the use of words such as “anticipate”, “seek”, “believe”, “expect”, “hope”, “plan”, “intend”, “forecast”, “target”, “project”, “guidance”, “may”, “might”, “will”, “should”, “could”, “estimate”, “predict” or similar words or expressions suggesting future outcomes or language suggesting an outlook. 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.
RMP 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, RMP 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 are made as of the date of this document and RMP 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.