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VANCOUVER, Nov. 13, 2018 /CNW/ - Petro Vista Energy Corp. (NEX: PTV.H) ("Petro Vista") announces that it has entered into a definitive agreement dated November 9, 2018 (the "Definitive Agreement") with 3 Sixty Secure Corp. ("3Sixty"), a privately held corporation existing under the provisions of the Business Corporations Act (Ontario) (the "OBCA") and Total Cannabis Security Solutions Inc. ("TCSS"), a privately held corporation existing under the provisions of the OBCA, in furtherance of Petro Vista's proposed business combination (the "RTO Transaction") with an amalgamated corporation ("Amalco") resulting from the prior amalgamation of 3Sixty and TCSS (the "PrivateCo Amalgamation"), all as previously disclosed in Petro Vista's news release dated September 20, 2018, a copy of which, along with the Definitive Agreement, is available on Petro Vista's company profile at www.sedar.com.
Pursuant to the terms of the Definitive Agreement, a special-purpose subsidiary of Petro Vista will amalgamate with Amalco under the OBCA (the "PubCo Amalgamation") and Petro Vista (then, the "Resulting Issuer") will carry on the business of 3Sixty and TCSS under the name "3 Sixty Secure Corp.".
Immediately prior to the completion of the PubCo Amalgamation, Petro Vista will consolidate all of its issued and outstanding common shares ("Petro Vista Shares") on the basis of one post-consolidation Petro Vista Share for every two pre-consolidation Petro Vista Shares. At the effective time of the PubCo Amalgamation (the "Effective Time"), each issued Amalco common share will be cancelled and replaced by one common share in the capital of the Resulting Issuer (a "Resulting Issuer Share") and all other outstanding convertible securities of Amalco will become exercisable for Resulting Issuer Shares in accordance with the terms of the Definitive Agreement.
Upon completion of the RTO Transaction, it is expected that there will be 143,913,042 Resulting Issuer Shares issued and outstanding. Holders of Petro Vista Shares ("Petro Vista Shareholders") are expected to own approximately 1.8% of the Resulting Issuer Shares and holders of Amalco common shares (including holders of Amalco common shares upon the deemed exercise of the 20,590,000 subscription receipts of 3Sixty in connection with 3Sixty's previously announced subscription receipt offering) are expected to own approximately 98.2% of the Resulting Issuer shares (on a non-diluted basis).
Annual and Special Meeting of Shareholders
On November 29, 2018, Petro Vista will be holding a special meeting (the "Meeting") of Petro Vista Shareholders, at which Petro Vista Shareholders will be asked to consider and, if deemed advisable, approve, certain resolutions in respect of the RTO Transaction, including the delisting of the Petro Vista Shares from the NEX board of the TSX Venture Exchange (the "TSXV"). Further details regarding the Meeting can be found in Petro Vista's management information circular dated October 26, 2018, a copy of which is available on Petro Vista's company profile at www.sedar.com.
The Petro Vista Shares will remain halted from trading and, subject to the delisting of the Petro Vista Shares from the TSXV and the proposed listing of the Resulting Issuer Shares on the Canadian Securities Exchange (the "CSE"), the shares are not expected to resume trading until after completion of the Transaction.
Officers and Board of Directors of the Resulting Issuer
Upon completion of the RTO Transaction, all directors and officers of Petro Vista shall resign and be replaced by nominees of Amalco. The following sets out the names and backgrounds of all persons who are currently expected to be considered directors and officers of the Resulting Issuer.
Thomas Gerstenecker – Chief Executive Officer and Director – Thomas is the Founder and Chief Executive Officer of 3Sixty. Thomas is a well-known expert, and industry leader within the international security field with more than 25 years' experience. Prior to founding 3Sixty, Thomas spent more than 15 years working for the United Nations worldwide as Chief Security Advisor. He also spent many years with Canada's special forces group, Joint Task Force Two. Thomas holds a Master of Science degree in Risk, Crisis, and Disaster Management from the University of Leicester, and is also a certified business continuity professional.
David Hyde – President – David is a recognized leader and trusted senior advisor in the security industry. He led a full-service cannabis security and strategic licensing advisory practice beginning in 2013, providing services to over 400 businesses in the legal cannabis markets. Prior to this, he was the Security Chief for a $19 billion dollar corporation with 550 security staff and a $35 million annual budget. David holds a Master of Science degree in Security & Risk Management and is a graduate of the Wharton School Development Program.
Carlo Rigillo – Chief Financial Officer – Carlo has 15+ years of financial experience, including four years as Director of Finance and then Interim Financial Officer at Beretta Farms Inc. He has a wealth of experience in consumer health, consumer products and the manufacturing sectors. Carlo has experience developing risk management frameworks and business processes at the strategic, operational and technical levels within organizations at an international and national level. Carlo is a Chartered Professional Accountant.
Craig Brommel – Chief of Security and Intel – Craig comes to the Board with 26 years of industry experience as a Toronto Police Officer. Previously, he has served as a board member for the Toronto Police Association, a Director of the National Professional Police Association and a Director of the Canadian Police Association. Currently, Craig is the President and member of the Building Union of Canada.
Neil Weaver – Chief Commercial Officer – Neil is a seasoned executive with extensive law enforcement and security experience. He has extensive knowledge, experience and understanding of highly regulated industry. Neil has acted previously as the Vice President of Operations of Group 4 Canada, Director of Corporate & Nuclear Security for Ontario Power Generation, President and Chief Operating Officer of Total Security Management, and Vice President Strategic & National Accounts of GardaWorld Protective Services. Neil holds a Master of Science degree in Security and Risk Management, and is also a Certified Protection Professional.
Gaetan Lussier – Chairman – Gaetan brings a wealth of diverse expertise as Chairman of the Board. He holds a B.S.A, M.Sc, PhD, and O.C. In 1981, he was awarded the Order of Canada. Gaetan served as the Deputy Minister for 18 years, 12 of which in Ottawa. Previously, he has been the president of two food companies, and a member of various corporate boards, including the board of directors for Shoppers Drug Mart.
Vernon White – Director – Vernon is a Canadian Senator and the former Chief of Police for the Ottawa Police Service. Prior to his term as Ottawa's Chief of Police, Vernon led the Regional Police Service in Durham, Ontario and spent over 20 years with the Royal Canadian Mounted Police in various roles, including as an Assistant Commissioner. He has been honoured with a number of awards over the years, including a Commissioners Commendation, a Queen's Jubilee Medal, and a United Way Community Builder of the Year Award.
Igor Gimelshtein – Director – Igor has extensive experience in leadership on strategic, financial and operational matters, including capital allocation, corporate development, operations and data-driven business optimization. Igor was the Chief Financial Officer of MedReleaf, prior to its acquisition by Aurora Cannabis, and holds an HBA (Ivey Scholar) degree from the Richard Ivey School of Business at Western University. Previously, he was a Vice-President at Birch Hill Equity Partners, where he played a key role in companies such as Softchoice, Shred-it, DHX Media, Carmanah Design and Manufacturing and Mastermind Toys.
Nancy Croitoru – Director – Nancy brings a diverse background of senior leadership roles to the Board. She has worked as a successful entrepreneur, multi-national senior executive and industry leader. Nancy is an institute-certified board director with international board experience. Previously, she has been the Chief Executive Officer of Food & Consumer Products of Canada (FCPC) and a public relations and crisis management firm.
Further information in respect of the RTO Transaction, Amalco and the Resulting Issuer will be provided in the listing statement (the "Filing Statement") to be prepared in connection with the RTO Transaction and filed on Petro Vista's company profile at www.sedar.com.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to each of the PrivateCo Amalgamation and the RTO Transaction may not be accurate or complete and should not be relied upon. Trading in Petro Vista Shares should be considered highly speculative.
All information contained in this news release with respect to Petro Vista, 3Sixty and TCSS was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of each of the PrivateCo Amalgamation and the RTO Transaction is subject to a number of conditions. In particular, completion of the RTO Transaction is subject to conditions including, but not limited to, CSE acceptance and if applicable pursuant to the requirements of the TSXV and the CSE and majority of the minority shareholder approval. Where applicable, each of the PrivateCo Amalgamation and the RTO Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that each of the PrivateCo Amalgamation and the RTO Transaction will be completed as proposed or at all.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSXV nor the CSE has in any way passed upon the merits of the proposed RTO Transaction or the listing of the Resulting Issuer Shares and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV), NOR THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed PrivateCo Amalgamation and the proposed RTO Transaction; and the business and operations of Petro Vista, 3Sixty, TCSS, Amalco after the proposed PrivateCo Amalgamation and the Resulting Issuer after the proposed RTO Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. The terms and conditions of each of the PrivateCo Amalgamation and the RTO Transaction may change based on the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, Petro Vista, 3Sixty and TCSS assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
SOURCE Petro Vista Energy Corp.
For further information: regarding the RTO Transaction, please contact: Darryl Cardey, Director, Petro Vista Energy Corp., Telephone: (604) 569-2963, Email: [email protected]; Thomas Gerstenecker, Founder and Chief Executive Officer, 3 Sixty Secure Corp., Telephone: (613) 447-7755, Email: [email protected]; Neil Weaver, Chief Executive Officer, Total Cannabis Security Solutions Inc., Telephone: (647) 477-3808, Email: [email protected]