Ironhorse Oil & Gas Inc. and Pond Technologies Inc. announce further amendment to Amalgamation Agreement
Dec 15, 2017, 14:32 ET
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, Dec. 15, 2017 /CNW/ - Further to the press releases of November 21, 2017 and December 5, 2017, Ironhorse Oil & Gas Inc. (TSX-V:IOG) ("Ironhorse") and Pond Technologies Inc. ("Pond") announce that Pond, Ironhorse and its wholly-owned subsidiary, 2597905 Ontario Inc. ("Newco"), have entered into a second amending agreement (the "Second Amending Agreement") further amending the terms of the amalgamation agreement dated October 4, 2017, as amended on November 16, 2017 (the "Amalgamation Agreement") among Pond, Ironhorse and Newco providing for the business combination of Pond and Ironhorse by way of a "three-cornered amalgamation" (the "Transaction").
Subject to the satisfaction of certain conditions, including with respect to: (i) confirmation by no later than 5:00 p.m. (EST) on December 19, 2017 of either (A) the extension of the time for the repayment of the amounts owing on December 21, 2017 and December 31, 2017 under Pond's loan from Crystal Wealth Management Systems Ltd. (the "CW Loan Amount") to January 31, 2018, or (B) Pond having secured bridge financing to satisfy the CW Loan Amount on terms acceptable to Ironhorse and the TSX Venture Exchange (the "TSXV") in their sole discretion; and (ii) confirmation by no later than 5:00 p.m. (EST) on December 20, 2017 of the availability of funds to Pond in an amount not less than $250,000 by way of: (A) issuances by Pond of equity securities at a subscription price not less than $2.00 per equity security; or (B) Pond having secured bridge financing in an amount not less than $250,000 on terms acceptable to Ironhorse and the TSXV in their sole discretion, the Second Amending Agreement extends the date by which subscription agreements for aggregate proceeds of not less than $6,500,000 under Pond's previously announced concurrent brokered private placement of subscription receipts (the "Financing") are required to have been obtained from December 13, 2017 to no later than 5:00 p.m. (EST) on January 24, 2018. Subscribers under the Financing will be required to have funded by no later than 5:00 p.m. (EST) on January 30, 2018 minimum aggregate gross proceeds of $6,500,000 and maximum gross proceeds of $10,000,000 (not including any over-allotment granted to the agents under the Financing) into escrow.
As a result of the extension of the timelines in the Second Amending Agreement relating to the Financing, closing of the Transaction is now anticipated to occur on or about January 31, 2018.
About Ironhorse and Pond
Ironhorse is a Calgary-based junior oil and natural gas production company trading on the TSXV under the symbol "IOG". Ironhorse owns a working interest in a producing oil and gas property in Alberta.
Located in Markham, Ontario, and continued under the laws of the province of Ontario, Pond is a private company that has developed a proprietary system to transform carbon dioxide into bio-products. Pond works with the cement, steel, oil and gas and power generation industries to reduce greenhouse gas emissions. Pond has pilot installations in Ontario and has granted and pending patents in the USA, Europe, China and Taiwan and patents pending in other jurisdictions including Canada.
Pond's platform technology also includes algae superfoods for the nutraceutical and food additive markets. Pond's productive system can grow many species of algae, including strains that produce anti-oxidants, omega-3 fatty acids, and protein for human and animal consumption.
The TSXV conditionally accepted the Transaction on November 16, 2017. Completion of the Transaction is subject to a number of conditions, including but not limited to, disinterested shareholder approval and completion of the Financing. Where applicable, the Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Ironhorse should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and neither has approved nor disapproved the contents of this press release.
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 information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the Transaction, the Financing, the ability of Pond to satisfy the conditions to the Second Amending Agreement, the timing and ability of Ironhorse and Pond to satisfy the other conditions to the completion of the Transaction and the Financing, the use of proceeds of the Financing and the closing of the Transaction and the Financing.
The forward-looking statements and information are based on certain key expectations and assumptions made by Ironhorse and Pond, including expectations and assumptions concerning Ironhorse, Newco, Pond, the Transaction, the Financing, the timely receipt of all required shareholder approvals and the satisfaction of conditions to the completion of the Transaction and the Financing. Although Ironhorse and Pond believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Ironhorse and Pond can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, risks related to the following: satisfaction of the conditions to the effectiveness of the Second Amending Agreement; the Transaction or the Financing may not be completed as currently proposed or at all; the gross proceeds to be raised in connection with the Financing; satisfaction or waiver of all applicable conditions to closing of the Transaction (including receipt of all necessary shareholder approvals, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Amalgamation Agreement, as amended) and the Financing; the anticipated benefits expected from the Transaction not being realized; delays in the timing of the Transaction and the Financing; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Ironhorse Shares; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; and availability of financing. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Neither Ironhorse nor Pond undertake any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
SOURCE Ironhorse Oil & Gas Inc.
For further information: Larry J. Parks, President and CEO, Ironhorse Oil & Gas Inc., (403)-237-9600; Steve Martin, Chief Executive Officer, Pond Technologies Inc., (416) 287-3835
Share this article