2014-01-21 22:17:20 -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Calgary, Alberta CANADA, January 21, 2014 /FSC/ - SFR Energy Ltd(the "Corporation" or "SFR") (TSXV: SFQ.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange" or "TSXV"), is pleased to announce that the proposed transaction between SFR and SoftRock Resources (Bahamas) Limited ("SoftRock") has been approved by the Corporation's shareholders at the annual general and special meeting of shareholders held on January 17, 2014 (the "Meeting"). All other matters proposed at the Meeting, as set forth in the management information circular of the Corporation dated November 29, 2013 (the "Circular") were also approved at the Meeting by the shareholders of the Corporation.
SFR had previously entered
into an acquisition agreement with the shareholders of SoftRock to purchase all of the issued and outstanding securities of SoftRock (the "Acquisition") via the issuance of 80,000,000 common shares of SFR (the "SFR Shares") at a deemed price of $0.25 per SFR Share for an aggregate purchase price of $20,000,000. It is intended the Acquisition will constitute the "Qualifying Transaction" of SFR (as such term is defined in Policy 2.4 of the TSXV).
It is a condition of closing of the Qualifying Transaction that SFR concurrently complete a private placement of up to 22,000,000 SFR Shares at a price of $0.25 per share, and In connection therewith, SFR has entered into an engagement letter with MGI Securities Inc. ("MGI") to complete an offering of up to 22,000,000 SFR Shares (or such other securities that are exchangeable into SFR Shares pursuant to the proposed Qualifying Transaction, including any securities of a subsidiary of SFR or of SoftRock that may be issued pursuant to the offering which would in turn be exchangeable for SFR shares as part of an amalgamation, merger, reorganization or arrangement in connection with the proposed Qualifying Transaction) at a price of $0.25 per SFR Shares for aggregate gross proceeds of up to $5,500,000 (the "Offering"). SFR has agreed to pay MGI a corporate finance fee and a cash commission of up to 8% of the gross proceeds of the Offering. Additionally, SFR has agreed to grant broker warrants to MGI for up to 8% of the number of SFR Shares sold by MGI pursuant to the offering. Each broker warrant will entitle the holder thereof to purchase one (1) SFR Share at $0.25 for a period of two (2) years from the date of issuance. Further details of the Offering can also be found in the Circular which is available for review under the Corporation's SEDAR profile at www.sedar.com.
Completion of the Qualifying Transaction is subject to a number of other conditions, including but not limited to, closing conditions customary to transactions of the nature of the Acquisition, and Exchange acceptance. There can be no assurance that the Qualifying 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 Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
ADVISORY: This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects the Corporation's current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the TSXV approval for the proposed Qualifying Transaction, the structure and closing of the Acquisition and the structure and closing of the Offering. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; commodity prices; delay or failure to receive regulatory approvals; the risk that the Offering and/or the Acquisition may not be completed as described herein, changes in legislation, including environmental legislation, affecting the Corporation; timing and availability of external financing on acceptable terms. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release represent the expectations of the Corporation as of the date of this press release and, accordingly, are subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
For further information, please contact:
David Pinkman, CEO
SFR Energy Ltd.
Tel: (403) 863-6034
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.
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Source: SFR Energy Ltd (TSX-V: SFQ.P)
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