CALGARY, June 21, 2013 /CNW/ - Winstar Resources Ltd ("Winstar" or the "Company") (TSX:WIX) is pleased to announce the results of its annual general and
special meeting of the holders ("Winstar Shareholders") of common shares ("Common Shares"), held June 20, 2013 to consider and vote on, among other things, a
plan of arrangement (the "Arrangement"), under the Business Corporations Act (Alberta), involving Winstar, Winstar Shareholders, Kulczyk Oil
Ventures Inc. ("KOV") and Kulczyk Investments S.A., pursuant to which KOV will acquire all
of the issued and outstanding Common Shares of Winstar.
Approval of Arrangement
By special resolution passed at the meeting of Winstar Shareholders, the
Arrangement was approved by 99.87% of the votes cast by Winstar
Shareholders, and 99.86% of the votes cast by the holders of Common
Shares (excluding Common Shares beneficially owned or over which
control or direction is exercised by such persons whose votes may not
be included in determining minority approval pursuant to Multilateral
instrument 61-101 - Protection of Minority Security Holders in Special Transactions). Winstar also announces that, by ordinary resolution passed at the
meeting, Winstar Shareholders approved the KOV stock option plan by
99.35% of the votes cast by Winstar Shareholders.
Winstar understands that, also on June 20, 2013, the shareholders of KOV
passed resolutions approving the consolidation of KOV's common shares
on a ten for one basis and changing the name of KOV to "Serinus Energy
Inc." ("Serinus"). The approval of these two resolutions is a condition to the
completion of the Arrangement.
Update on Timing of Completion of Arrangement
The Final Order hearing in respect of the Arrangement was scheduled to
occur at the Calgary Courts Centre today, June 21, at 10:00 a.m. Due
to the widespread flooding and corresponding evacuations in downtown
Calgary, the Final Order hearing has been rescheduled to Monday, June
24 at 3:00 p.m. at the Calgary Courts Centre. With the shareholders of
KOV having approved the consolidation of its common shares and name
change, Winstar anticipates that the Arrangement will close on or about
June 24, 2013 following receipt of the Final Order. Thereafter, it is
expected that the common shares of Serinus will begin trading on the
Toronto Stock Exchange (the "TSX") on or about the day that is three business days following completion
of the Arrangement, subject to Serinus fulfilling all of the remaining
listing conditions of the TSX.
As previously disclosed, the maximum cash consideration payable under
the Arrangement is $35,000,000. Winstar received aggregate cash
elections of approximately $45,400,000 such that Winstar Shareholders
that elected to receive cash shall receive approximately 77% of the
cash consideration they would otherwise be entitled to, with the
remainder to be satisfied in common shares of Serinus by virtue of the
proration mechanics under the Arrangement.
Vote Results on Other Matters
Other matters before the meeting are described more fully in the
management proxy circular dated May 16, 2013. Winstar Shareholders
voted to fix the number of directors to be elected at the meeting at
eight (8) and for the appointment of PricewaterhouseCoopers LLP as
Winstar's auditors in the event that the Arrangement is not completed.
The following individuals were also elected as the directors of Winstar
for the ensuing year in the event that the Arrangement is not
completed: Douglas N. Baker, W. Russ Duncan, Evgenij Iorich, Bryan H.
Lawrence, Bruce R. Libin, Robert W. Mitchell, David A. Monachello, and
Christopher J. Whyte.
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to
identify forward-looking statements or information. More particularly
and without limitation, this press release contains forward-looking
statements and information concerning: the timing and anticipated
receipt of required regulatory and court approvals for the Arrangement;
the ability of Winstar and KOV to satisfy the other conditions to, and
to complete, the Arrangement; and the anticipated timing of the closing
of the Arrangement.
In respect of the forward-looking statements and information concerning
the anticipated completion of the Arrangement and the anticipated
timing for completion of the Arrangement, Winstar has provided such in
reliance on certain assumptions that it believes are reasonable at this
time, including assumptions as to the ability of the parties to
receive, in a timely manner, the necessary regulatory and court
approvals, and the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Arrangement. These
dates may change for a number of reasons, including inability to secure
necessary regulatory, court or other third party approvals in the time
assumed or the need for additional time to satisfy the other conditions
to the completion of the Arrangement. Accordingly, readers should not
place undue reliance on the forward-looking statements and information
contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement
include the failure of Winstar or KOV to obtain necessary regulatory
and court approvals, or to otherwise satisfy the conditions to the
Arrangement, in a timely manner, or at all. Failure to so obtain such
approvals, or the failure of Winstar or KOV to otherwise satisfy the
conditions to the Arrangement, may result in the Arrangement not being
completed on the proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could affect
the completion of the Arrangement are included in the management
information circular of Winstar dated May 16, 2013 which may be
accessed on Winstar's SEDAR profile at www.sedar.com. The
forward-looking statements and information contained in this press
release are made as of the date hereof and Winstar undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
SOURCE: Winstar Resources Ltd.
For further information:
Mr. Bruce Libin, Chairman +1 403 243 8805
Mr. David Monachello, President +1 403 513 4200
Mr. Jerrad Blanchard, Chief Financial Officer +1 403 513 4204