CALGARY, ALBERTA -- (Marketwired) -- 06/25/13 -- Serinus Energy Inc. (TSX: SEN)(WARSAW: SEN) (formerly Kulczyk Oil Ventures Inc. (TSX: KOV)(WARSAW: KOV)) ("Serinus" or the "Company") and Winstar Resources Ltd. (TSX: WIX)(WARSAW: WIX) ("Winstar") are pleased to announce the closing on Monday, June 24, 2013, of the previously announced plan of arrangement (the "Arrangement") whereby Serinus acquired all of the issued and outstanding common shares of Winstar. In connection with closing of the Arrangement, the Company changed its name to "Serinus Energy Inc." and consolidated its common shares on the basis of one post-consolidation share for every ten pre-consolidation shares. Pursuant to the Arrangement, holders of Winstar common shares were entitled, at their election, to receive, for each Winstar share held, 7.555 pre-consolidation common shares of the Company or CDN$2.50 in cash, subject to a maximum of CDN$35 million, with such cash provided by Kulczyk Investments S.A. ("KI"), the major shareholder of the Company. The maximum cash consideration was elected, resulting in KI acquiring 14,000,000 Winstar shares at closing, which were then exchanged for common shares of the Company in accordance with the terms of the Arrangement. A total of 27,252,496 common shares of Serinus (on a post-consolidation basis) were issued to Winstar shareholders pursuant to the Arrangement, of which 10,577,000 common shares were issued to KI. In addition, immediately after completion of the Arrangement, KI was issued 3,183,268 common shares of Serinus pursuant to the conversion of an outstanding loan and accrued interest thereon in the aggregate amount of US$13,369,726 owing by the Company to KI, previously described in the Company's May 9, 2013 press release. After giving effect to the Arrangement and the conversion of the above-described loan, Serinus presently has 78,611,437 common shares issued and outstanding, of which KI owns 37,840,987 common shares (48.1%).
Commenting on the Arrangement, Tim Elliott, President and Chief Executive Officer of Serinus, said:
"Serinus is entering a new and exciting phase in 2013. Firstly, we had a significant deep discovery in Ukraine and continued to grow our production and reserves in that country. Last week we spud an exciting high-impact exploration well in a prolific hydrocarbon basin in Brunei and on June 24th we closed the Winstar deal. We look forward to developing the Tunisian and Romanian assets of Winstar for the benefit of all of our shareholders and are very pleased that we will soon be listed on both the Warsaw Stock Exchange and the Toronto Stock Exchange."
In addition, Serinus is pleased to announce that, in connection with closing of the Arrangement, Bruce Libin of Calgary, Alberta, Canada and Evgenij Iorich of Zug, Switzerland, have been appointed to the Company's board of directors as non-executive directors. Bruce was Chairman of the Winstar board of directors and Evgenij was a Winstar director.
The Company's common shares are expected to begin trading on the Toronto Stock Exchange (the "TSX") on or about the day that is three business days following completion of the Arrangement, subject to Serinus fulfilling all of the remaining listing conditions of the TSX. The Company will remain listed on the Warsaw Stock Exchange ("WSE") on a post-consolidation basis under the trading symbol "SEN" after the listing on the TSX. The common shares of the Company, which had been suspended on the WSE pending completion of the consolidation, are expected to resume trading near the end of June, 2013.
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