/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE U.S./
CALGARY, Nov. 9, 2015 /CNW/ - In response to the
announcement by 1927297 Alberta Ltd. on November 4, 2015 that it is making an unsolicited
offer (the "Offer") to acquire all of the outstanding common shares
("Shares") of Ironhorse Oil & Gas Inc. ("Ironhorse" or the
"Company") (TSX-V:IOG), Ironhorse announces that its Board of
Directors (the "Board") has adopted a Shareholder Rights Plan (the
"Rights Plan") effective immediately. The Rights Plan is designed
to ensure that the Company's shareholders ("Shareholders") and the
Board have adequate time to consider and evaluate the Offer and any
other unsolicited take-over bid that may be made, and to ensure
that the Board has adequate time to consider its current business
plan and to explore, identify, develop and negotiate strategic
alternatives to enhance Shareholder value, if considered
appropriate, including competing transactions.
The purpose of the Rights Plan is to encourage a potential
bidder to make a "Permitted Bid", having terms and conditions
designed to meet the objectives of the Rights Plan, or to negotiate
the terms of an offer with the Board.
Permitted Bid
A Permitted Bid under the Rights Plan is a take-over bid that,
among other things, is made to all Shareholders (other than the
bidder) for all of the Shares held by them, by way of a take-over
bid circular prepared in compliance with applicable securities
laws, that remains open for acceptance by Shareholders for a
minimum of 120 days, is supported by a majority of Shareholders
other than the bidder (and its affiliates, associates and joint
actors), and that satisfies certain other conditions. The 120 day
period that a Permitted Bid must remain open for acceptance is the
same period of time that the Canadian securities regulators have
proposed will be the minimum period of time that a take-over bid
must remain open in the regulators' proposed amendments to the
Canadian take-over bid regime as published in March 2015.
As the Offer is only open for acceptance until December 18, 2015 (unless extended or withdrawn
by the offeror), it would not be a Permitted Bid under the Rights
Plan.
Share Purchase Rights
In connection with the adoption of the Rights Plan, the Board
authorized the issuance of one Share purchase right (a "Right") in
respect of each Share outstanding as of 12:01 a.m. Calgary time on November 9, 2015 (and each Share issued
thereafter, subject to the limitations set out in the Rights Plan).
Under the terms of the Rights Plan, the Rights will become
exercisable (the "Separation Time") if a person acquires or
announces an intention to acquire beneficial ownership of Shares
which, when aggregated with its current holdings, total 15 per cent
or more of the Company's outstanding Shares, subject to the ability
of the Board to defer the time at which the Rights become
exercisable and to waive the application of the Rights Plan. The
Board has determined to defer the Separation Time triggered by the
Offer to a later date to be determined by the Board.
Following the acquisition of 15 per cent or more of the
outstanding Shares by any person, each Right held by a person other
than the acquiring person (and its affiliates, associates and joint
actors) would, upon exercise, entitle the holder to purchase Shares
at a substantial discount to their then prevailing market
price.
The Rights Plan is subject to the approval of the TSX Venture
Exchange and requires approval by Shareholders within six months of
the Rights Plan's effective date, failing which it will
terminate.
A more detailed summary of the Rights Plan will be set out in
Ironhorse's Material Change Report which will be filed with the
Canadian securities regulatory authorities and will be available at
www.sedar.com. A full copy of the Rights Plan will also be
available at www.sedar.com in due course.
As previously announced, the Board together with its advisors
are in the process of carefully reviewing and evaluating the Offer
and related take-over bid circular and will communicate a
recommendation to shareholders as soon as possible. Shareholders
are urged not to take any action or make any decision with regard
to the Offer until the Board has had an opportunity to fully review
the Offer and to make a formal recommendation as to its
merits.
Shareholders will be promptly notified of any recommendation of
the Board through a news release and circular in accordance with
the applicable securities law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Ironhorse Oil & Gas Inc.