Ironhorse Oil & Gas Inc. and Pond Technologies Inc. announce shareholder approval of previously announced business combination transaction and provide update regarding Pond Technologies Inc.
Dec 21, 2017, 17:18 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. 21, 2017 /CNW/ - Ironhorse Oil & Gas Inc. (TSX-V:IOG) ("Ironhorse") is pleased to announce that its shareholders have voted at the annual and special meeting of Ironhorse held on December 18, 2017 (the "Ironhorse Meeting") to approve the previously announced business combination of Ironhorse and Pond Technologies Inc. ("Pond") providing for the acquisition of Ironhorse by Pond Technologies Inc. by way of a "three-cornered amalgamation" (the "Transaction") on a disinterested basis. Ironhorse also received shareholder approval for the related share consolidation and name change of Ironhorse.
Additionally, all annual matters that were put before the Ironhorse shareholders at the Ironhorse Meeting were approved, including the re-appointment of Ironhorse's directors (to be effective until completion of the Transaction, at which time the Ironhorse board will be reconstituted in the manner described in the joint management information circular of Ironhorse and Pond dated November 17, 2017, as supplemented by the addenda thereto, a copy of which has been filed on Ironhorse's profile on SEDAR at www.sedar.com) and the re-appointment of Kenway Mack Slusarchuk Stewart LLP as Ironhorse's auditors. Ironhorse also received shareholder approval of its stock option plan, including the amendments thereto.
At the special meeting of the shareholders of Pond held on December 15, 2017, the shareholders of Pond voted to approve the amalgamation of Pond with 2597905 Ontario Inc., a wholly-owned subsidiary of Ironhorse ("Newco"), in connection with the completion of the Transaction.
Further to the press release of December 15, 2017, Pond has obtained an 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. to January 31, 2018.
Pond, Ironhorse and Newco have entered into a further amending agreement (the "Third Amending Agreement") with respect to the amalgamation agreement dated October 4, 2017 among Pond, Ironhorse and Newco, as amended on November 16, 2017 and December 15, 2017 (the "Amalgamation Agreement") pursuant to which Ironhorse and Newco have agreed to extend the time for Pond to complete an interim private placement in an amount not less than $250,000 (the "Interim Private Placement") to 12:00 p.m. (EST) on December 29, 2017. The Third Amending Agreement reduces the minimum aggregate gross proceeds of $6,500,000 and maximum aggregate gross proceeds of $10,000,000 (not including any over-allotment option granted to Pond's agents) required under Pond's previously announced concurrent brokered private placement of subscription receipts (the "Financing") by the amount of the aggregate gross proceeds of the Interim Private Placement, subject to acceptance of the same by the TSX Venture Exchange (the "TSXV") in its sole discretion, including confirmation from the TSXV of the satisfaction by the issuer resulting from the completion of the Transaction of the minimum working capital listing requirements of the TSXV.
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, completion of the Financing. 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 Interim Private Placement, including the use of proceeds from the Interim Private Placement, the Financing, the ability of Pond to satisfy the conditions to the Third 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 Interim Private Placement, the Financing and the satisfaction of conditions to the completion of the Interim Private Placement, 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 Third Amending Agreement; the Interim Private Placement, 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 Interim Private Placement; the gross proceeds to be raised in connection with the Financing; satisfaction or waiver of all applicable conditions to closing of the Interim Private Placement, the Transaction (including 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 Interim Private Placement, 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