CALGARY, May 8, 2017 /CNW/ - Sterling Resources Ltd. (TSX-V:SLG) ("Sterling" or the "Company") announces that the following matters were approved by the shareholders at the annual general and special meeting (the "Meeting") held today in Calgary, Alberta, Canada.
At the Meeting, the shareholders passed an ordinary resolution electing four (4) directors of the Company for the ensuing year. The shareholders elected Jacob Ulrich, Eleanor Barker, Gavin Wilson and Mark McComiskey as directors of the Company.
The re-appointment of Deloitte LLP as auditors of the Company was also approved for the ensuing year, authorizing the board of directors to fix the auditor's remuneration.
Finally, the shareholders passed two special resolutions approving the following:
1. The sale of all or substantially all of the assets of the Company resulting from the sale by the Company's wholly-owned subsidiary SRUK Holdings Ltd. of the entire issued share capital of Sterling Resources (UK) Ltd. ("SRUK") pursuant to the share purchase agreement dated March 3, 2017 between the Company, SRUK Holdings Ltd. and Oranje-Nassau Energie B.V. (the "Share Purchase Agreement"). The special resolution was approved by over 99% of shares represented at the Meeting.
2. Following the completion of the sale transaction contemplated by the Share Purchase Agreement, the voluntary wind-up and dissolution of the Company as determined by the board of directors in its sole discretion.
As previously indicated in the Company's management information circular dated April 5, 2017 in connection with the Meeting, the Company anticipates completion of the transactions contemplated by the Share Purchase Agreement on or about May 15, 2017 and thereafter to undertake the steps necessary to wind-up and dissolve the Company as economically and quickly as practical, and to deliver the net distributable proceeds into the hands of the shareholders.
The current plan of the Company is to make the distributions to shareholders in three instalments. The first distribution will be the amount that is determined by the board of directors to represent a "safe distribution" amount from the immediately available cash resources of the Company after closing of the transactions contemplated by the Share Purchase Agreement (the "First Distribution") while retaining appropriate funds in place: (i) to satisfy all costs associated with the Share Purchase Agreement; (ii) to discharge all known liabilities of the Company and its subsidiaries; (iii) to pay all estimated costs associated with the winding-up and dissolution of the Company and its subsidiaries, including estimated costs of third party advisory services; (iv) to retain a sufficient contingency in reserve such that any realistic overages in the transactions contemplated by the Share Purchase Agreement, ongoing compliance costs or winding-up and dissolution costs of the Company can be paid; and (v) to reserve a further reasonable contingency allowing for the payment of any unforeseen liabilities up to the time of final dissolution. It is currently anticipated that the First Distribution will be US$92.8 million and be declared and issued prior to June 30, 2017.
The second distribution (the "Second Distribution") is expected to be issued following three months from the completion of the transactions contemplated by the Share Purchase Agreement. The Second Distribution will be the amount that is determined by the Board of Directors to represent a "safe distribution" amount from the remaining cash resources of the Company. It is currently anticipated that the Second Distribution will be in the range of US$11.5 million and $13.1 million and be declared and issued prior to September 30, 2017.
The third and final distribution (the "Terminal Distribution") will be issued immediately prior to the formal dissolution of the Company. The Terminal Distribution will be in the form of distribution of the remaining cash of the Company to the shareholders on dissolution in accordance with the articles of the Company. The Company intends to apply for a tax clearance from the Canada Revenue Agency before it distributes the Terminal Distribution and dissolves. It is currently anticipated that the Terminal Distribution will be in the range of US$5.0 million and $6.6 million. The ultimate timeline for issuing the Terminal Distribution and the dissolution of the Company is uncertain because it is heavily dependent on the length of time it takes to receive the tax clearance certificate, a factor which is ultimately outside of the control of the Company or its advisors. However, based on best available information for similar transactions, it is anticipated that the formal winding-up and dissolution will occur during the 2018 fiscal year.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Filer Profile No. 00002072
All statements included in this news release that address activities, events or developments that Sterling expects, believes or anticipates will, should or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking statements with respect to the anticipated completion of the transactions contemplated by the Share Purchase Agreement, the timing of the wind-up and dissolution of the Company and the timing and quantum of the First Distribution, Second Distribution and Terminal Distribution.
These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition, there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters listed under the heading "Risk Factors" in the Company's MD&A.
Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the news release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.
Sterling Resources Ltd. is a Canadian-listed international oil and gas company whose registered office is in Calgary, Alberta with assets in the United Kingdom and the Netherlands. The shares are listed and posted for trading on the TSX Venture Exchange under the symbol "SLG".
SOURCE Sterling Resources Ltd.
For further information: John Rapach, Chief Executive Officer, Phone: +44 1224 806617, email@example.com; Christine Shinnie, Chief Financial Officer, Phone: +44 1224 806636, firstname.lastname@example.org; Tracy Lessard, Corporate Secretary, Phone: (403) 813-4237, email@example.com; www.sterling-resources.com