Calgary, Alberta CANADA, June 13, 2014 /FSC/ - Passport Energy Ltd. ("Passport") (PPO: TSX-V) and Amarok Energy Inc. ("Amarok") (AMR: TSX-V) are pleased to announce that their respective shareholders have approved at their respective shareholders' meeting held June 12, 2014, all of the shareholders resolutions required to proceed with the combination of the companies by way of a three cornered amalgamation proceeding under a plan of arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta) to form Powder Mountain Energy Ltd. pursuant to an amended and restated arrangement agreement (the "Arrangement Agreement") dated effective May 14, 2014 among Passport, Amarok and 1815766 Alberta Inc.
Passport's shareholders have approved, among other things: (i) an ordinary resolution approving the shares for debt conversion to settle deferred salary and consulting fee obligations payable to certain directors and officers of Passport; (ii) a special resolution approving the continuance of Passport out of the jurisdiction of British Columbia and into the jurisdiction of Alberta; (iii) a special resolution approving the consolidation (the "Consolidation") of all of the issued and outstanding common shares of Passport on a (6) to one (1) basis; (iv) an ordinary resolution approving the private placement offerings of Passport of $13,000,000 of post-Consolidation common shares of Passport at a price of $0.18 per share (the "Share Offering") and up to $10,000,000 of subscription receipts of Passport at a price of $0.18 per subscription receipt (the "Subscription Receipt Offering"), and the creation of a new "control person" of Passport; and (v) a special resolution approving the Arrangement, all as more particularly described in the joint management information circular and proxy statement of Passport and Amarok dated May 16, 2014 (the "Information Circular").
Amarok's shareholders have approved, among other things: (i) an ordinary resolution approving the issuance of common shares of Amarok pursuant to the Arrangement; (ii) an ordinary resolution to approve and authorize the creation of a new "control person" of Amarok arising from the Arrangement; (iii) a special resolution approving the consolidation of all of the issued and outstanding common shares of Amarok on a five (5) to one (1) basis following the completion of the Arrangement; and (iv) a special resolution to change the name of Amarok to "Powder Mountain Energy Ltd." following the completion of the Arrangement, all as more particularly described in the Information Circular.
Passport intends to seek a final order from the Court of Queen's Bench of Alberta approving the Arrangement on Monday, June 16, 2014. It is anticipated that pending receipt of the final order, and assuming that all the conditions of the Arrangement Agreement are met, Passport and Amarok will complete the Arrangement and the related transactions set out above on or about June 16, 2014. As part of the conditions of the Arrangement Agreement, closing of the previously announced Share Offering of approximately $13,000,000 with 32 Degrees Diversified Energy Fund II (Canada) L.P. and 32 Degrees Diversified Energy Fund II (US) LP; and (ii) the Subscription Receipt Offering for gross proceeds of approximately $9,581,240 for aggregate gross proceeds of approximately $22,581,240, is expected to occur immediately prior to the closing of the Arrangement. A further update will be provided promptly by Passport and Amarok following closing of the Share Offering, Subscription Receipt Offering and the Arrangement.
The TSX Venture Exchange has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words ''may", "expected", "believes" and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Passport and Amarok believe these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to the Arrangement, the conditions for completion of the Arrangement, the conditions for the completion of the Share Offering and the Subscription Receipt Offering, and the date for seeking the final order from the Court of Queen's Bench of Alberta in respect of the Arrangement, and the date of the closing of the Arrangement, the terms of the Share Offering and the Subscription Receipt Offering. There is no assurance that the parties will carry out the terms of the Arrangement Agreement, the Share Offering and the Subscription Receipt Offering. Neither Passport nor Amarok are obligated to effect any of the resolutions approved by their respective shareholders at their respective shareholders meetings. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals and shareholder approvals, and other factors, many of which are beyond the control of Passport and Amarok. There is no assurance that all terms and conditions set forth in the Arrangement Agreement, Share Offering and Subscription Receipt Offering or any of the contemplated transactions set out therein, will be undertaken or met in a timely manner. The forward-looking statements contained in this news release represent Passport's and Amarok's expectations as of the date hereof, and are subject to change after such date. Passport and Amarok each 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 may be required by applicable securities regulations.
For further information contact:
Passport Energy Ltd.Bruce Murray
President & CEO
Website: www.passportenergy.comDaniel Tiberio
Email: firstname.lastname@example.orgAmarok Energy Inc.Massimo Geremia
Tel: (403) 984-1751
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Source: Passport Energy Ltd. (PPO - TSX-V)
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