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CALGARY, Nov. 21, 2017 /CNW/ – Ironhorse Oil & Gas Inc. (TSX-V:IOG) (“Ironhorse“) and Pond Technologies Inc. (“Pond“) are pleased to announce the mailing of a joint management information circular dated November 17, 2017 (the “Circular“) in connection with an annual and special meeting of Ironhorse shareholders to be held on December 18, 2017 (the “Ironhorse Meeting“) and a special meeting of Pond shareholders to be held on December 15, 2017 (the “Pond Meeting“) to Ironhorse shareholders of record as of November 13, 2017 and Pond shareholders of record as of November 16, 2017. At the Ironhorse Meeting, Ironhorse shareholders will be asked, among other matters, to approve Ironhorse's previously announced business combination with Pond by way of a “three-cornered amalgamation” (the “Transaction“), a name change of Ironhorse to “Pond Technologies Holdings Inc.” or such other name as is acceptable to the applicable regulatory authorities and the consolidation of all of the issued and outstanding common shares of Ironhorse (“Ironhorse Shares“) on the basis of 6.9 pre-consolidation Ironhorse Shares for each one post-consolidation Ironhorse Share. At the Pond Meeting, Pond shareholders will be asked to approve the amalgamation (the “Amalgamation“) of Pond and 2597905 Ontario Inc. (“Newco“), a wholly-owned subsidiary of Ironhorse, under the provisions of the Business Corporations Act (Ontario) to form a new amalgamated company (“Amalco“). Upon the completion of the Transaction, Amalco will be a wholly-owned subsidiary of Ironhorse. A copy of the Circular is available under Ironhorse's issuer profile on SEDAR at www.sedar.com.
The TSX Venture Exchange (the “TSXV“) has conditionally accepted the Transaction, which will constitute a reverse takeover and change of business of Ironhorse pursuant to the TSXV's policies, subject to Ironhorse fulfilling all of the requirements of the TSXV. Trading of Ironhorse Shares on the TSXV is expected to resume on or about November 23, 2017.
Closing of the Transaction is anticipated to occur on or about December 19, 2017.
Financing
Concurrently with and as a condition of the Transaction, Pond will complete a brokered private placement (the “Financing“) of a minimum of 2,708,333 subscription receipts (“Subscription Receipts“) and a maximum of 4,166,666 Subscription Receipts at a price of $2.40 per Subscription Receipt for aggregate gross proceeds of a minimum of $6,500,000 and a maximum of $10,000,000 (subject to the exercise, if any, of an over-allotment option granted to the Agents (as defined below) to issue and sell up to an additional 15% of the aggregate number of Subscription Receipts sold under the Financing, which, if exercised, would result in the issuance of a maximum of up to 4,791,666 Subscription Receipts for aggregate gross proceeds of up to $11,500,000).
Industrial Alliance Securities Inc. and Hampton Securities Limited (collectively, the “Agents“) have been engaged by Pond to complete the Financing on a best-efforts agency basis. A commission of 8% of the aggregate gross proceeds under the Financing (excluding up to $5,000,000 of proceeds raised, if any, from certain identified potential subscribers) and a work fee in the amount of $35,000 plus HST and any expenses incurred by the Agents is payable to the Agents by Pond. In addition, Pond will issue Pond Share purchase warrants (“Pond Agent Warrants“) to the Agents equal to 8% of the aggregate number of Subscription Receipts sold pursuant to the Financing, each of which shall be exchanged for replacement post-consolidation Ironhorse Share purchase warrants upon the completion of the Transaction. Each such warrant will entitle the holder thereof to purchase one post-consolidation Ironhorse Share at a price of $2.40 at any time prior to the date that is 24 months from the closing date of the Financing, which is anticipated to occur on or about December 19, 2017.
Each Subscription Receipt will be automatically exchangeable for, without additional payment or further action on the part of the holder thereof, into one Pond common share (a “Pond Share“) upon the completion of the Transaction provided that the date of completion of the Transaction is not later than January 31, 2018, failing which the subscription funds will be returned to the subscribers. Upon the completion of the Transaction, each Pond Share will be exchanged for one Ironhorse Share (on a post-consolidation basis).
The net proceeds of the Financing are expected to be used to fund Amalco's program to commercialize its technology following completion of the Transaction and for general corporate purposes.
Amendment to Amalgamation Agreement
On November 16, 2017, Pond, Ironhorse and Newco entered into an amending agreement (the “Amending Agreement“) with respect to the amalgamation agreement dated October 4, 2017 among Pond, Ironhorse and Newco (the “Amalgamation Agreement“). The Amending Agreement provides for, among other things, the reduction of the maximum size of the Financing from $15,000,000 to $10,000,000 and the treatment of certain unit purchase warrants of Pond held by the Agents and the Pond Agent Warrants upon the completion of the Transaction.
About Ironhorse and Pond
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.
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 greenhouse gas emissions. Pond has 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 includes 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.
Reader Advisory
The TSXV conditionally accepted the Transaction on November 16, 2017. Completion of the Transaction is subject to a number of conditions, including but not limited to, disinterested shareholder approval and completion of the Financing. Where applicable, the Transaction cannot close until the required shareholder approvals are 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, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Ironhorse should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and neither has approved nor disapproved the contents of this press release.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the Transaction, the Financing, the resumption of trading of Ironhorse Shares on the TSXV, the timing and ability of Ironhorse and Pond to satisfy the other conditions to the completion of the Transaction and the Financing, the use of proceeds of the Financing and the closing of the Transaction and the Financing.
The forward-looking statements and information are based on certain key expectations and assumptions made by Ironhorse and Pond, including expectations and assumptions concerning Ironhorse, Newco, Pond, Amalco, the Transaction, the Financing, the timely receipt of all required shareholder approvals and the satisfaction of conditions to the completion of the Transaction and the Financing. Although Ironhorse and Pond believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Ironhorse and Pond can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, risks related to the following: the Transaction or the Financing may not be completed as currently proposed or at all; the gross proceeds to be raised in connection with the Financing; satisfaction or waiver of all applicable conditions to closing of the Transaction (including receipt of all necessary shareholder approvals, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Amalgamation Agreement, as amended) and the Financing; the anticipated benefits expected from the Transaction not being realized; delays in the timing of the Transaction and the Financing; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Ironhorse Shares; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; and availability of financing. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Neither Ironhorse nor Pond undertake any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
SOURCE Ironhorse Oil & Gas Inc.
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