International Petroleum Corp. and Blackpearl Resources Inc. receive securityholder approval for strategic business combinatio...
December 07 2018 - 11:34AM
International Petroleum Corp. and Blackpearl Resources Inc. receive
securityholder approval for strategic business combination
International Petroleum Corp.
("IPC") (TSX, Nasdaq Stockholm: IPCO) and
BlackPearl Resources Inc. ("BlackPearl") (TSX:
PXX, Nasdaq Stockholm: PXXS) are pleased to announce that earlier
today the securityholders of IPC and BlackPearl approved the
previously announced strategic business combination of IPC and
BlackPearl by way of a plan of arrangement (the
"Arrangement") under the Canada Business
Corporations Act. Pursuant to the Arrangement, IPC will acquire all
of the issued and outstanding common shares of BlackPearl
("BlackPearl Shares") and holders of BlackPearl
Shares ("BlackPearl Shareholders") will receive
0.22 of a common share of IPC (each, an "IPC
Share") for each BlackPearl Share held.
BlackPearl expects to apply for a final order of
the Court of Queen's Bench of Alberta approving the Arrangement on
December 13, 2018. Closing of the Arrangement is expected to occur
on December 14, 2018.
BlackPearl Meeting
At the special meeting (the "BlackPearl
Meeting") of BlackPearl Shareholders and holders of
options to acquire BlackPearl Shares (together with the BlackPearl
Shareholders, the "BlackPearl Securityholders")
held today, the BlackPearl Securityholders approved the
Arrangement.
The Arrangement was approved by 97% of the votes
cast by BlackPearl Securityholders and 99.6% of the votes cast by
BlackPearl Shareholders present in person or represented by proxy
at the BlackPearl Meeting, and by 99.5% of the votes cast by
BlackPearl Shareholders present in person or represented by proxy
at the BlackPearl Meeting after excluding the votes cast by those
persons whose votes are required to be excluded under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
IPC Meeting
At the special meeting (the "IPC
Meeting") of holders of IPC Shares ("IPC
Shareholders") held today, the IPC Shareholders approved
the issuance of IPC Shares to the BlackPearl Shareholders pursuant
to the Arrangement (the "IPC Share Issuance
Resolution").
The IPC Share Issuance Resolution was approved
by approximately 78% of the votes cast by IPC Shareholders present
in person or represented by proxy at the IPC Meeting after
excluding the votes cast by those IPC Shareholders whose votes are
required to be excluded pursuant to Section 611(b) of the TSX
Company Manual.
For further information in respect of IPC, please contact: |
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Rebecca Gordon |
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Robert Eriksson |
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VP Corporate Planning and Investor Relations |
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Media Manager |
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rebecca.gordon@international-petroleum.com |
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reriksson@rive6.ch |
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Tel: +41 22 595 10 50 |
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Tel: +46 701 11 26 15 |
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For further information in respect of BlackPearl, please
contact: |
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John Festival |
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Don Cook |
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President and CEO |
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Chief Financial Officer |
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403-215-8313 |
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403-215-8313 |
Important Information
This press release is not an offer to sell or a
solicitation of any offer to buy any securities issued by IPC or
BlackPearl in any jurisdiction where such offer or sale would be
unlawful. Copies of this press release are not being made and may
not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or
other measures.
In any European Economic Area (EEA) member
state, other than Sweden, that has implemented Directive 2003/71/EC
as amended (together with any applicable implementing measures in
any member state, the "Prospectus Directive"),
this press release is only addressed to and is only directed at
qualified investors in that member state within the meaning of the
Prospectus Directive.
For Swedish purposes only, any offering of the
securities referred to in this press release will be made by means
of a prospectus. This press release is not a prospectus for the
purposes of the Prospectus Directive.
Forward-Looking Statements
This press release contains statements and
information, which constitute "forward-looking statements" or
"forward-looking information" (within the meaning of applicable
securities legislation). Such statements and information (together,
"forward-looking statements") relate to future events, including
the timing and receipt of the final order of the Court of Queen's
Bench of Alberta and the expected closing date of the Arrangement.
Actual results may differ materially from those expressed or
implied by forward-looking statements. The forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. Forward-looking statements speak only
as of the date of this press release, unless otherwise indicated.
Neither IPC nor BlackPearl intends, nor does it assume any
obligation, to update these forward-looking statements, except as
required by applicable laws.
All statements other than statements of
historical fact may be forward-looking statements. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, forecasts, guidance,
budgets, objectives, assumptions or future events or performance
(often, but not always, using words or phrases such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "project", "forecast", "predict", "potential", "targeting",
"intend", "could", "might", "should", "believe", "budget" and
similar expressions) are not statements of historical fact and may
be "forward-looking statements". Forward-looking statements
include, but are not limited to, statements with respect to timing
and certainty regarding receipt of the final order of the Court of
Queen's Bench of Alberta and completion of the Arrangement.
Although IPC and BlackPearl believe that the
expectations and assumptions on which such forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because neither IPC nor
BlackPearl can give assurances 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. Actual results could differ materially from those
currently anticipated due to a number of factors and risks.
- IPC PR V5 - Joint Press Release Announcing Voting Results
07-12-18
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