/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./
CALGARY, Nov. 29, 2016 /CNW/ - ESI Energy Services Inc. ("ESI") and Exploratus Ltd. ("Exploratus") are pleased to announce the completion of their previously announced plan of arrangement whereby ESI amalgamated with a subsidiary of Exploratus (the "Arrangement").
On closing of the Arrangement, shareholders of Exploratus received one common share of amalgamated ESI (a "New ESI Share") for each 15.92 common shares of Exploratus held, in addition to their already owned Exploratus shares. Holders of common shares of ESI received one New ESI Share in exchange for each 0.7514 of a common share of ESI held. As a result of the Arrangement, ESI shareholders hold approximately 99.3% of the New ESI Shares, Exploratus shareholders hold approximately 0.7% of the New ESI Shares and ESI became a reporting issuer in Alberta and Manitoba. It is anticipated that shareholders of Exploratus will be mailed the certificates representing their New ESI Shares within the next five business days. Other ESI shareholders will have their New ESI Shares represented by a book entry.
Canadian Securities Exchange Listing
ESI is also pleased to announce that it has received conditional approval to list the New ESI Shares for trading on the Canadian Securities Exchange (the "CSE"). ESI filed a final long form prospectus on November 28, 2016 in connection with its listing application to the CSE. Listing will be subject to ESI fulfilling all of the requirements of the CSE. The New ESI Shares are expected to begin trading in the CSE under the symbol "OPI" once the listing requirements have been met, anticipated to be within the next few days.
Before the Arrangement, Yorktown Energy Partners IV, L.P. and Yorktown Energy Partners VI, L.P. (together, the "Yorktown Funds") collectively owned an aggregate of 33,377,600 common shares of ESI (99.4%). Following the Arrangement, the Yorktown Funds collectively owned an aggregate of 44,420,548 New ESI Shares (98.7%) but immediately distributed, pro rata and for no consideration, an aggregate of 5,000,000 of their New ESI Shares to their respective partners. As result, the Yorktown Funds now collectively own 39,420,548 New ESI Shares (87.6%).
The New ESI Shares were acquired by the Yorktown Funds for investment purposes. The Yorktown Funds may sell New ESI Shares or distribute New ESI Shares to their respective partners from time to time in one or more transactions in their discretion, based on market conditions and other factors that they deem relevant. No assurances can be made as to the timing of any sale or distribution by either Yorktown Fund of New ESI Shares or that any such transactions will occur at all.
This news release is being disseminated as required by Canadian Securities Administrators National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the anticipated filing of an early warning report (the "Early Warning Report") within the prescribed period. A copy of the Early Warning Report will be available on SEDAR under ESI's issuer profile at www.sedar.com.
Yorktown's head office is located at:
410 Park Avenue, 19th Floor
New York, New York 10022
United States of America
New ESI's head office is located at:
Suite 500, 727 – 7th Avenue S.W.
Calgary, Alberta T2P 0Z5
ESI is a pipeline equipment rental and sales company. From offices in Alberta and Arizona, it operates in most provinces in western Canada as well as in the United States. ESI supplies, through rentals and sales, backfill separation machines to mainline pipeline contractors and utility contractors as well as oilfield pipeline and construction contractors.
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements concerning ESI listing on the CSE and the expected timing thereof, mailing of New ESI Share certificates and the sale or distribution by Yorktown of New ESI Shares. Forward-looking statements can be identified by the use of words, such as "are expected", "is forecast", "is targeted", "approximately" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements.
Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statements are made, and forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to, actions taken by shareholders, regulators, governmental agencies and other stakeholders to enforce their rights; failure of ESI to complete its listing on the CSE as well as those factors disclosed in ESI's long form prospectus dated November 28, 2016, as well as other public disclosure documents, available on SEDAR at www.sedar.com.
SOURCE ESI Energy Services Inc.
For further information: Robert Dunstan, President and Chief Executive Officer, ESI Energy Services Inc., 403-262-9344, Robert.firstname.lastname@example.org