The Offeror is a company incorporated in the British Virgin Islands and is a wholly owned subsidiary of Vanoil.
On behalf of the Board of
VANOIL ENERGY LTD.
Aaron D'Este, Chief Executive Officer
None of the US Securities and Exchange Commission, any US state securities commission or any other US regulatory authority has passed comment upon or endorsed the merits of the Offer or the accuracy, adequacy or completeness of this communication. Any representation to the contrary may be a criminal offence.
Disclaimer for Forward Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning Vanoil's and Avana's intentions, plans, estimates, beliefs or expectations regarding the future. Although Vanoil and Avana believe that any such intentions, plans, estimates, beliefs and expectations in this news release are reasonable, there can be no assurance that any such intentions, plans, beliefs and expectations will prove to be accurate.
Vanoil cautions readers that all forward looking statements, including without limitation those relating to Vanoil's and Avana's future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
Any forward looking statements are made as of the date of this news release, and both Vanoil and Avana assume no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements.
Notice to US Shareholders
The Offer is being made for the securities of a company incorporated in the Isle of Man that does not have securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is not subject to Section 14(d) of the US Exchange Act, or Regulation 14D promulgated by the U.S. Securities and Exchange Commission thereunder. The Offer is made in the United States with respect to securities of a "foreign private issuer", as such term is defined in Rule 3b-4 under the US Exchange Act, in accordance with the corporate and tender offer rules applicable to Isle of Man companies. Shareholders resident in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the US Exchange Act and the rules and regulations promulgated thereunder. Financial statements included and incorporated by reference herein have not been prepared in accordance with U.S. general accepted accounting principles.
The Vanoil securities as part of the consideration under the Offer have not been and will not be registered under the U.S. Securities Act (the "US Securities Act") and are being offered in the United States pursuant to the exemption from registration provided by Rule 802 thereunder. Securities issued to US shareholders in reliance on Rule 802 will be "restricted securities" within the meaning of Rule 144 under the US Securities Act to the same extent and proportion that that the securities exchanged by the holder in that transaction were restricted securities. Restricted securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States only pursuant to an exemption or exclusion from the registration requirements of the US Securities Act and applicable state securities laws
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Vanoil Energy Ltd.
604 689-1515 ext 108 or 604 220 2000
Vanoil Energy Ltd.
604 689-1515 ext 104 or 760-485-7678
Vanoil Energy Ltd.
604 684 1974 ext 227 or 604 209 5444
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