CALGARY, AB – Whitecap Resources Inc. (“Whitecap” or the “Company”) (TSX: WCP) and TORC Oil & Gas Ltd. (“TORC”) (TSX: TOG) are pleased to announce that securityholders from both companies have voted to support the proposed business combination (the “Business Combination”) announced on December 8, 2020 to combine the two companies.
On February 18, 2021, Whitecap and TORC held separate special shareholder meetings via live webcast. Each company’s securityholders, respectively, voted on resolutions in connection with the proposed business combination as described in the Joint Management Information Circular dated January 5, 2021 (the “Circular”).
- At the Whitecap special meeting, the resolution authorizing the issuance of Whitecap common shares to TORC common shareholders under the plan of arrangement (the “Plan of Arrangement”), as set out in the Circular, was approved by 99.89% of the votes cast and the resolution to increase the maximum number of directors was approved by 99.05% of the votes cast.
- At the TORC special meeting, the resolution approving the Business Combination and the Plan of Arrangement was approved by 97.70% of the votes cast by TORC and 97.66% of the votes cast by TORC shareholders after excluding the votes cast by those persons whose votes could not be included in determining minority approval of a “business combination” pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
On February 18, 2021, the Court of Queen’s Bench of Alberta issued a final order approving the Plan of Arrangement to combine the two companies. Closing of the transaction is scheduled to occur on February 24, 2021.