CALGARY, Alberta – Kiwetinohk Resources Corp. (“Kiwetinohk“) and Distinction Energy Corp. (“Distinction”) are pleased to announce that the shareholders of each company have voted in favour of the previously announced plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) to create a larger scale, more efficient and diversified energy company positioned for the energy transition.
On August 30, 2021, Kiwetinohk and Distinction each held special shareholders meetings with each company’s shareholders voting on resolutions in connection with the Arrangement.
- At the Kiwetinohk special shareholder meeting, the resolution authorizing the issuance of Kiwetinohk common shares to Distinction shareholders pursuant to and in connection with the Arrangement and certain other matters required in connection with the Arrangement, all as set out in the joint management information circular dated July 27, 2021, was approved by 100% of the votes cast.
- At the Distinction special shareholder meeting, the resolution approving the Arrangement was approved by 99.99% of the votes cast. A total of 9,391,656 Distinction class A common shares (“Distinction Shares”) were voted, representing 94.22% of the total issued and outstanding Distinction Shares.
- Of the votes cast by Distinction shareholders after excluding the votes cast by those persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, 1,641,177 Distinction Shares, representing 99.99%, were voted in favour of the special resolution approving the Arrangement.
On August 31, 2021, Distinction is scheduled to apply for a final order by the Court of Queen’s Bench of Alberta approving the Arrangement pursuant to section 192(4) of the CBCA (the “Final Order”).
The Arrangement is currently anticipated to be completed in early September 2021, subject to satisfaction or waiver of all conditions precedent in the business combination agreement dated June 28, 2021 between Kiwetinohk and Distinction, including the receipt of all court and regulatory approvals including the Final Order. Upon completion of the Arrangement, the combined company will operate as “Kiwetinohk Energy Corp.”, as previously disclosed in the Company’s press release announced August 19, 2021.
Forward Looking Information
This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. More particularly, and without limitation, this news release contains forward looking statements and information concerning the Arrangement, the Final Order, and the name of the combined entity from the Arrangement.
Although Kiwetinohk and Distinction believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Kiwetinohk and Distinction can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. All forward-looking statements are made as of the date of this news release and the fact that this news release remains available does not constitute a representation by either Kiwetinohk or Distinction that such companies believe these forward-looking statements continue to be true as of any subsequent date. Kiwetinohk and Distinction disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
In respect of forward-looking statements, Kiwetinohk and Distinction have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court and regulatory approvals for the Arrangement, including the Final Order, the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates may change for a number of reasons, including the necessary court approvals and the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed transaction. Although Kiwetinohk and Distinction believe that the expectations reflected in these forward-looking statements are reasonable, they can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
KIWETINOHK RESOURCES CORP.
Suite 1900 – 250 – 2 Street S.W.
Calgary, Alberta T2P 0C1
Telephone: (587) 392-4424 Facsimile: (587) 392-4425
President & CEO
Chief Financial Officer