VANCOUVER, BC, June 25, 2021 /CNW/ - Renaissance Oil Corp.
("Renaissance") (TSXV: ROE) (OTCQB: RNSFF) announced today
that it has filed a supplement (the "Supplement") to
its management information circular dated May 27, 2021 (the "Circular") in respect
of Renaissance's annual general and special meeting of
securityholders to be held virtually at 10:00 a.m. (Vancouver time) on July
8, 2021. The Supplement amends and replaces certain
information in the Circular in relation to the application of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101") to the
proposed transaction whereby Reconnaissance Energy Africa Ltd.
("ReconAfrica") will acquire all of the issued and
outstanding common shares of Renaissance (the
"Transaction"). This news release should be read in
conjunction with the Supplement and the Circular as a whole.
Capitalized terms not otherwise defined below shall have the
meanings ascribed to such terms in the Circular.
As provided for in the Circular, pursuant to the Plan of
Arrangement, all outstanding Renaissance Options (held by the
directors and senior officers of Renaissance) will be deemed to
have fully vested and will be exchanged for Replacement Options and
the term of all Replacement Options shall expire at the earlier of
the original expiry date of the Renaissance Options and the date
that is one year following the Effective Date (notwithstanding that
the holder is not continuing with ReconAfrica), representing a nine
month extension to the term of the Renaissance Options, as it would
otherwise be.
Renaissance is subject to the requirements of the TSX Venture
Exchange's Policy 5.9 which governs, among other things, related
party transactions of listed issuers. Subject to various
modifications in such Policy, Policy 5.9 adopts in its entirety the
provisions of MI 61-101. MI 61-101 provides that, in certain
circumstances, where a "related party" of an issuer (as defined in
MI 61-101, which includes directors and senior officers of an
issuer and its shareholders holding over 10% of its common shares)
is entitled to receive a "collateral benefit" (as defined in MI
61-101) in connection with an arrangement (such as the
Transaction), such transaction may be considered a "business
combination" for the purposes of MI 61-101 and subject to minority
approval requirements.
Renaissance has determined that the nine month extension to the
Replacement Options to be held by each of Craig Steinke (CEO and a director), Ian Telfer (a director) and Gordon Keep (a director) is a "collateral
benefit" for the purposes of MI 61-101. As a result, in
addition to obtaining approval of the Arrangement Resolution by at
least 66 2/3% of the votes cast by the Renaissance Securityholders
present in person or by proxy at the Meeting, approval will also be
sought from a simple majority of the votes cast by the Renaissance
Shareholders present in person or by proxy at the Meeting,
excluding the votes attached to 52,251,593 Renaissance Shares and
9,100,000 Renaissance Options that Messrs. Steinke, Telfer and Keep
beneficially own or exercise control or direction over. This
represents approximately 15.93% of the Renaissance Shares
outstanding as at the date of the Circular on a partially diluted
basis.
Notwithstanding the foregoing, Messrs. Steinke, Telfer and Keep
may vote their securities in connection with the Arrangement
Resolution. To date, 99.9% of returned proxies are voted in favour
of the Arrangement Resolution.
Full details of the amendment to the Circular can be found in
the Supplement. The Supplement should be read in conjunction with
the Circular. Copies of the Supplement and the Circular are
available on Renaissance's website at www.renaissanceoil.com and
under Renaissance's profile on SEDAR at www.sedar.com.
Renaissance holds an option to acquire a 50% working
interest, in all rights from surface to basement, in a large
Petroleum Licence, comprising 2.2 million acres in the Kavango
sedimentary basin, in Botswana,
Africa. The licence operator is
ReconAfrica. Renaissance is an onshore operator in Mexico with 100% working interest in
approximately 1200 boe/day.
Neither the TSXV nor its regulation services provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
Cautionary Note Regarding Forward-Looking
Statements: Certain statements contained in this
press release constitute forward-looking information under
applicable Canadian, United States
and other applicable securities laws, rules and regulations,
including, without limitation, statements with respect to the
voting in connection with the Transaction. These statements relate
to future events or future performance. The use of any of the words
"could", "intend", "expect", "believe", "will", "projected",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward looking information and are based on Renaissance's current
belief or assumptions as to the outcome and timing of such future
events. There can be no assurance that such statements will prove
to be accurate, as Renaissance's actual results and future events
could differ materially from those anticipated in these
forward-looking statements. Factors that could cause actual
results and future events to differ materially from those
anticipated in these forward-looking statements are set forth in
the "Risk Factors" section in the Circular and in the "Risk
Management and Rick Factors" section in Renaissance's management's
discussion and analysis for the year ended December 31, 2020. Various assumptions or factors
are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to ReconAfrica and Renaissance. The forward-looking
information contained in this news release is made as of the date
hereof and ReconAfrica and Renaissance undertake no obligation to
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
SOURCE Renaissance Oil Corp.
