2012-09-28 01:03:58 -
Calgary, Alberta, September 27, 2012 - VisionSky Corp. ("VisionSky" or the "Corporation") (CNSX: VKY) is pleased to announce that it has entered into a letter of intent with Dixie Energy Trust ("Dixie"), a private Alberta-based unincorporated open-ended limited purpose trust engaged, through its subsidiaries, in the exploration and development of oil and gas assets in the southern United States. The letter of intent relates to the proposed acquisition by Dixie of VisionSky by way of statutory plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Arrangement will provide for: (i) the exchange of all of the issued and outstanding common shares of VisionSky for 2,018,910 trust units of Dixie (the "Units"), representing an exchange ratio of 0.125
Unit per common share, (ii) the exchange of all of the issued and outstanding common share purchase warrants of VisionSky for 1,875,000 Unit purchase warrants exercisable at $0.80 per Unit until 4:30 p.m. (Calgary Time) on March 4, 2013, representing an exchange ratio of 0.125 Unit purchase warrant per common share purchase warrant, and (iii) the exchange of all issued and outstanding common share purchase options of VisionSky for 201,891 Unit purchase options at $0.80 per Unit.
The Arrangement is conditional upon: (i) the negotiation and entering into of an arrangement agreement, (ii) the receipt of a fairness opinion satisfactory to the board of directors of VisionSky, (iii) the completion of a private placement of Units providing sufficient funds to, among other things, conduct exploration work on the working interests held by Dixie, (iv) the completion of satisfactory due diligence by all parties, (v) all governmental, legal, regulatory, corporate, securityholders' and third party approvals, consents and waivers (to the extent required in respect of the Arrangement) being obtained and to the receipt of all necessary legal opinions and regulatory orders, exemptions and rulings in each case on terms and conditions, if any, satisfactory to the parties hereto, and (vi) there being no adverse change in the affairs, assets, liabilities, business or financial condition or prospects of the parties.
Additional details on the Arrangement will be contained in the arrangement agreement (if entered into) and the information circular to be mailed to shareholders of VisionSky following execution of the arrangement agreement. Dixie and VisionSky have agreed to a two-month exclusivity period in connection with the transaction.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chief Executive Officer
400, 2424 - 4th Street SW
Calgary, AB T2S 2T4
T: (403) 619-3637
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any investments. The securities of the Corporation will not and have not been registered under the United States Securities Act of 1933 as amended (the "US Securities Act"), or the securities laws of any state, and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, a U.S. person (as defined by Regulation S under the US Securities Act), without registration or applicable exemption therefrom.
This press release may contain forward-looking statements and forward-looking information, including statements and information regarding completion of the acquisition, the assets being acquired, the anticipated uses of the net proceeds of the financing and the business and anticipated future activities of the Corporation. The words "believe", "expect", "intend", "estimate", "anticipate", "project", "scheduled", and similar expressions, as well as future or conditional verbs such as "will", "should", "would", and "could" often identify forward-looking statements and forward-looking information. These statements and information are only predictions. Actual results and events may differ materially from those contemplated by these forward-looking statements and information due to these statements and information being subject to a number of risks and uncertainties. Undue reliance should not be placed on these forward-looking statements and forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements and forward-looking information involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements and forward-looking information will not occur. These risks and uncertainties include, but are not limited to, the failure of the Corporation or Dixie to be satisfied with the results of its due diligence; the failure of either of Dixie or the Corporation to secure the necessary consents (including securityholders' and court approvals); the failure of the Dixie to complete the financing on the terms described herein or at all; the general business and economic conditions in geographic areas where Dixie may carry on operations; legislative or regulatory developments; changes in prevailing interest rates; and the availability and terms of financing. Although the Corporation believes that the expectations represented by such forward-looking-statements and forward-looking information are reasonable based on the information available to them on the date of this press release, there can be no assurance that such expectations will prove to be correct. VisionSky Corp. undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.
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