CALGARY, July 5, 2016 /CNW/ - Sterling Resources Ltd. (TSX-V:SLG) ("Sterling" or the "Company") announces that the following matters were approved by the shareholders at the annual and special meeting (the "Meeting") held today in Calgary.
At the Meeting, the shareholders elected Jacob Ulrich, Eleanor Barker, Gavin Wilson and Mark McComiskey as directors of the Company. Incumbent directors James Coleman Q.C., Teck Soon Kong, Robert Carter and John Collenette did not stand for re-election to the board and the Company thanks them for their past service.
At the Meeting, the disinterested shareholders passed an ordinary resolution approving Meridian Capital International Fund ("Meridian"), together with YF Finance Limited ("YF", a party Meridian acts jointly or in concert with), becoming a new Control Person (as such term is defined in Policy 1.1 – Interpretation of the TSX Venture Exchange) as a result of the recapitalization transactions recently undertaken by the Company. Meridian and YF did not vote on the resolution.
The stock option plan for the Company was also approved.
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 a special resolution approving the consolidation of the issued and outstanding common shares of the Company ("Common Shares") on the basis of one post-consolidation Common Share for every one hundred Common Shares issued and outstanding (the "Consolidation"). The TSXV also approved the Consolidation.
Following the Meeting, the Company filed articles of amendment to effect the Consolidation. As a result, the post-Consolidation Common Shares will commence trading on a consolidated basis on or about July 7, 2016 under the current "SLG" trading symbol. The new CUSIP for the Common Shares is 858915887 and the new ISIN number for the Common Shares is CA8589158879.
As a result of the Consolidation, the Company will have approximately 147,190,985 Common Shares issued and outstanding.
Shareholders are advised that they are entitled to a new share certificate in respect of post-Consolidation Common Shares and to that end the Company has placed on its website (www.sterling-resources.com) and filed on SEDAR (www.sedar.com) a letter of transmittal (the "Letter of Transmittal") which contains instructions on how to obtain new certificates representing post-Consolidation Common Shares. A copy of the Letter of Transmittal can also be obtained from the Company's transfer agent, Computershare Trust Company of Canada ("Computershare"). The Letter of Transmittal contains procedural information relating to the Consolidation and should be reviewed carefully.
To receive a new certificate for post-Consolidation Common Shares to which a Shareholder is entitled pursuant to the Consolidation, the Letter of Transmittal must be validly completed, duly executed and returned with the Shareholder's certificate(s) representing pre-Consolidation Common Shares, and any other documentation as provided in the Letter of Transmittal, to the offices of Computershare, as specified in the Letter of Transmittal.
Upon surrender to Computershare of a validly completed and duly executed Letter of Transmittal, the certificate(s) representing pre-Consolidation Common Shares and any other documentation as provided in the Letter of Transmittal, Computershare shall deliver to such holder a new Common Share certificate(s) representing the number of post-Consolidation Common Shares to which the holder is entitled pursuant to the Consolidation.
The use of the regular mail to transmit certificates representing the pre-Consolidation Common Shares and the Letter of Transmittal is at each Shareholder's risk. The Company recommends that such certificates and documents be delivered by hand to Computershare and a receipt therefor be obtained or that registered mail be used. Beneficial Shareholders should follow the instructions received from their broker (or an agent of the broker) that holds the Common Shares on their behalf in order to submit their Common Shares.
Until surrendered, each certificate formerly representing Common Shares will be deemed for all purposes to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.
No fractional Common Shares will be issued in connection with the Consolidation and in the event that a holder of pre-Consolidation Common Shares would otherwise be entitled to receive a fraction of a post-Consolidation Common Share, such fractional interest shall be rounded up to the nearest whole number of post-Consolidation Common Shares in the case of a fractional interest equal to or greater than 0.5 and shall be rounded down to the nearest whole number of post-Consolidation Common Shares in the case of a fractional interest less than 0.5.
Management and Corporate Strategy Update
As an outcome of the recapitalization process completed on May 30, a number of managerial and organizational changes are being implemented in the coming weeks in order to reduce ongoing costs to a low level and reflecting a narrow focus of the business on the UK Breagh gas field. John Rapach has succeeded Jake Ulrich as the Chief Executive Officer with immediate effect and in addition to his current role as Chief Operating Officer. Mr. Ulrich continues as a director of the Company and has become its Chair; the Company thanks him for his services as Chief Executive Officer since his appointment in 2013. Further details of the cost reduction program and revised strategy will be made over the next few weeks.
Sterling is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom and the Netherlands. The common shares are listed and posted for trading on the Toronto Stock Exchange Venture (TSX-V) exchange under the symbol "SLG".
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) 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 or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking statements with respect to the anticipated consolidation of the Company's common shares, expected management and organizational changes, a planned cost reduction program and a revised strategy.
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 discussed under the heading "Risk Factors" in the Company's Annual Information Form.
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.
SOURCE Sterling Resources Ltd.
For further information: visit www.sterling-resources.com or contact: John Rapach, Chief Executive Officer, Phone: +1 (403) 237-9256 [email protected]; David Blewden, Chief Financial Officer, Phone: +1 (403) 237-9256 [email protected]; George Kesteven, Manager, Corporate and Investor Relations, Phone: +1(403) 215-9265, Mobile: +1 (403) 519-3912 [email protected] Twitter: @gckesteven1