Calgary, Alberta – Leucrotta Exploration Inc. (TSXV: LXE) (the “Corporation“) announces that the Corporation’s Securityholders (as defined below) approved the previously announced plan of arrangement (the “Arrangement“) involving the Corporation, Coelacanth Energy Inc. (“ExploreCo“), Vermilion Energy Inc. (“Vermilion“) and the Securityholders at a special meeting of the Securityholders held on Friday, May 20, 2022 (the “Meeting“).
The special resolution approving the Arrangement was approved by approximately: (i) 100% of the votes cast by the holders (the “Shareholders“) of common shares of the Corporation (“Shares“), the holders (the “Warrantholders“) of Share purchase warrants issued pursuant to a warrant indenture dated March 31, 2021 between the Corporation and Computershare Trust Company of Canada (“Warrants“), and the holders (the “FT Warrantholders“, and together with the Shareholders and Warrantholders, the “Securityholders“) of Share purchase warrants issued on June 22, 2021 entitling the holder to acquire Shares that on issuance constitute “flow-through shares” as defined under the Income Tax Act (Canada) (“FT Warrants“, and together with Shares and Warrants, “Securities“), voting as a single class, present or represented by proxy at the Meeting; and (ii) 100% of votes cast by Securityholders other than votes attached to Securities required to be excluded pursuant to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions.
Following the Meeting, the Corporation received final order with respect to the Arrangement from the Court of Queen’s Bench of Alberta, however the Arrangement remains subject to the satisfaction or waiver of other customary conditions. The Arrangement is expected to close on or about May 31, 2022. Following completion of the Arrangement, the Shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for the Corporation to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Arrangement.
ExploreCo has applied to list its common shares (“ExploreCo Shares“) (including all ExploreCo Shares issuable upon exercise of 0.1917 of one Explore Share purchase warrants). Listing will be subject to ExploreCo meeting and fulfilling all listing requirements of the TSX Venture Exchange.
The Arrangement will ultimately result, through a series of transactions, in Securityholders transferring each of their Securities to Vermilion or, in the case of FT Warrants and Warrants, to the Corporation and acquiring in exchange, for each such Security: (i) cash consideration of $1.73 per Share or $0.76 per FT Warrant, as applicable; (ii) one (1) common share of ExploreCo (an “ExploreCo Share“); and (iii) 0.1917 of one ExploreCo Share purchase warrant (each whole warrant an “ExploreCo Arrangement Warrant“) for each ExploreCo Share held. Each whole ExploreCo Arrangement Warrant will entitle the holder thereof to acquire one ExploreCo Share for a period of thirty (30) calendar days from the date of closing of the Arrangement at an exercise price of $0.27 per share (collectively, the “Consideration“).
Information regarding the procedure for exchange of Securities for the Consideration is provided in the Corporation’s management information circular dated April 26, 2022, related to the Meeting (the “Circular“). The Circular and accompanying letter of transmittal (the “Letter of Transmittal“) are available on SEDAR under the Corporation’s profile on SEDAR at www.sedar.com. Registered Securityholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advice(s) representing their Securities and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal. Non-registered Securityholders who hold their Securities through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary or depository (each, an “Intermediary“) who have not already submitted a Letter of Transmittal should contact their Intermediary for instructions and assistance in receiving the Consideration.
Additional information regarding the terms of the Arrangement are set out in the Circular which is available under the Corporation’s profile at www.sedar.com.
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