CALGARY, May 18, 2018 /CNW/ – Cona Resources Ltd. (“Cona” or the “Company“) (TSX: CONA) is pleased to announce that the previously announced plan of arrangement (the “Arrangement“) involving certain affiliates of Waterous Energy Fund, Cona and Cona shareholders closed today under section 193 of the Business Corporations Act (Alberta).
Pursuant to the Arrangement, certain affiliates of Waterous Energy Fund have acquired all of the issued and outstanding common shares of Cona (“Common Shares“) not owned by them for cash consideration of $2.55 per Common Share. Payment for the Common Shares will be completed by Computershare Investor Services Inc. in accordance with the Arrangement.
Closing of the Arrangement
The Arrangement was approved by holders (“Shareholders“) of Common Shares at its annual and special meeting of shareholders (the “Meeting“) held earlier today. A total of 85,004,375 Common Shares (approximately 84.2% of the issued and outstanding Common Shares) were represented at the Meeting in person or by proxy. The Arrangement was approved by 94.7% of the votes cast by Shareholders, either in person or by proxy at the Meeting, and by 72.7% of the votes cast by Shareholders after excluding the votes attached to Common Shares held by persons whose votes may not be included in determining minority approval of a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Company also received the final order from the Court of Queen’s Bench of Alberta approving the Arrangement on May 18, 2018.
The Common Shares are expected to be delisted from the Toronto Stock Exchange on or about May 24, 2018. Cona has also filed an application with the applicable securities commissions for an order to cease to be a reporting issuer.
Other Meeting Matters
At the Meeting, Shareholders also approved, among other annual matters, the five nominees proposed to be elected as directors of Cona listed in the Company’s information circular dated April 9, 2018. The voting results were as follows:
Votes For |
Votes Withheld |
|||||
Nominee |
Number |
Percentage |
Number |
Percentage |
||
Adam Waterous |
80,393,049 |
95.8% |
3,563,726 |
4.2% |
||
Ian Bruce |
82,391,704 |
98.1% |
1,565,071 |
1.9% |
||
Stockwell Day |
80,717,564 |
96.1% |
3,239,211 |
3.9% |
||
Harold (Hal) Kvisle |
82,396,204 |
98.1% |
1,560,571 |
1.9% |
||
Rob Morgan |
80,664,794 |
96.1% |
3,291,981 |
3.9% |