/THIS PRESS RELEASE IS 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, Oct. 7, 2014 /CNW/ - Palliser Oil & Gas Corporation ("Palliser" or the "Company") (TSX VENTURE:PXL)" wishes to report to shareholders on the Company's Annual and Special Meeting.
Palliser shareholders today overwhelmingly approved the proposed amalgamation with Maha Energy Inc. ("Maha") (the "Transaction") by a vote of approximately 98% of the votes cast in favour of the amalgamation. No dissent rights to the Transaction were exercised by Palliser shareholders.
In addition, Palliser has been advised by Maha that the Maha shareholders have overwhelmingly approved the Transaction by a vote of 100% of the votes cast in favour and, again, no dissent rights to the proposed Transaction were exercised by Maha shareholders.
The Transaction remains subject to a number of usual conditions previously outlined in the joint press release of Palliser and Maha on July 30, 2014 and described in the Joint Information Circular dated September 12, 2014 which may be found under Palliser's filings on SEDAR at www.sedar.com. It is currently expected that the Transaction will close on or about October 30, 2014.
Principal among the outstanding conditions is the completion of an equity financing of at least US$15,000,000 at US$1.50 per Maha share and a non‑convertible bond issue of at least US$55,000,000 both of which are currently underway by Maha.
In accordance with the amalgamation agreement between Palliser and Maha made July 30, 2014, the conditions, including the financing condition, must be satisfied on or before October 31, 2014.
Palliser shareholders also approved the share compensation arrangements: namely the stock option plan and share unit plan; and the termination of the Company's shareholder rights plan, subject to completion of the Transaction.
Palliser is a Calgary-based junior oil and gas company focused on high netback heavy oil production in the greater Lloydminster area of Alberta and Saskatchewan.
Forward Looking Statements
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, timing for completion of the Amalgamation and matters related or incidental thereto. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although Palliser believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because Palliser can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals (including shareholder approvals). Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Palliser and described in the forward-looking information. The forward-looking information contained in this press release is made as of the date hereof and Palliser undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
United States Matters
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The shares in the resulting amalgamated corporation to be offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements.
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.
SOURCE: Palliser Oil & Gas Corporation
For further information: PALLISER OIL & GAS CORPORATION, Kevin J. Gibson, President & CEO, [email protected], (403) 209-5717; or Ivan J. Condic, Vice President, Finance & CFO, [email protected], (403) 209-5718