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Pieridae And Ikkuma Complete Business Combination
CALGARY, ALBERTA — December 20, 2018 — Pieridae Energy Limited (PEA-TSXV) (“Pieridae”) and Ikkuma Resources Corp. (IKM-TSXV) (“Ikkuma”) announce that they have completed the previously announced arrangement pursuant to which Pieridae acquired all of the issued and outstanding shares of Ikkuma by way of a plan of arrangement (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta). The Arrangement was approved by shareholders of Ikkuma (“Ikkuma Shareholder”) at a special meeting of Ikkuma Shareholders held on December 17, 2018 (the “Meeting”) and by the Court of Queen's Bench of Alberta.Private Placement
The completion of the Arrangement provides Pieridae with ownership of an extensive area of producing and gas-prone reserve and resource properties situated primarily in the central Alberta Foothills area. Prior to completing the Arrangement certain interests in Cardium light oil-focused Alberta Foothills properties were transferred to a newly formed private corporation named Briko Energy Corp. (“ExploreCo”).
Pursuant to the Arrangement each Ikkuma Shareholder is entitled to receive, for each common share of Ikkuma, 0.1926 of a common share of Pieridae (each such whole share, a “Pieridae Share”), 0.1 of one common share of ExploreCo (each such whole share, an “ExploreCo Share”) and 0.1 of one common share purchase warrant of ExploreCo (each such whole warrant, an “ExploreCo Warrant”), with Ikkuma shareholders holding 100% of ExploreCo upon completion of the Arrangement. The shares of Ikkuma will be delisted from the TSX Venture Exchange
If you are a registered Ikkuma Shareholder, in order to receive the Pieridae Shares, ExploreCo Shares and ExploreCo Warrants that you are entitled to upon the completion of the Arrangement, you must complete and sign the letter of transmittal which accompanied the Meeting Materials and return it, together with your share certificate(s) and any other required documents and instruments, to Alliance Trust Company, in accordance with the procedures set out in the letter of transmittal. Registered Ikkuma Shareholders may also use the internet site at www.alliancetrust.ca/shareholders/ to transmit their voting instructions.
Concurrent with completion of the Arrangement Pieridae entered into a $50 million senior secured term loan facility (the "Term Loan") with Alberta Investment Management Corporation ("AIMCo"). The Term Loan bears annual interest at 9.5% and matures on September 30, 2019. Proceeds from the Term Loan were used to repay outstanding indebtedness of Ikkuma.
Founded in 2011, Pieridae, a majority Canadian owned corporation based in Calgary, is focused on the development of integrated energy-related activities, from the exploration and extraction of natural gas to the development, construction and operation of the Goldboro LNG facility and the production of LNG for sale to Europe and other markets. Pieridae is on the leading edge of the re-integration of the LNG value chain in North America. Pieridae has 50,549,763 shares issued and outstanding which trade on the TSX Venture Exchange (PEA).
Certain statements contained herein may constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws (collectively "forward-looking statements"). Words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue", "shall", "estimate", "expect", "propose", "might", "project", "predict", "forecast" and similar expressions may be used to identify these forward-looking statements.
Forward-looking statements involve significant risk and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in forward-looking statements including, but not limited to, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve and resource estimates, environmental risks, competition from other producers, incorrect assessment of the value of the Arrangement, failure to realize the anticipated benefits of the Arrangement, ability to access sufficient capital from internal and external sources and other risks and uncertainties described elsewhere herein or in Pieridae’s and Ikkuma’s other filings with Canadian securities regulatory authorities.
Forward-looking statements are based on a number of factors and assumptions which have been used to develop such forward-looking statements but which may prove to be incorrect. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because no assurance can be given that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which Pieridae and Ikkuma operates; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate in a safe, efficient and effective manner; the ability to obtain financing on acceptable terms; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and costs of pipeline, storage and facility construction and expansion and the ability to secure adequate product transportation; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Pieridae and Ikkuma operate; and the ability of to successfully market crude oil and natural gas products. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect operations and financial results are included in reports of Pieridae and Ikkuma on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), and at Pieridae's website (www.pieridaeenergy.com) and Ikkuma’s website (www.ikkumarescorp.com).
Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, management cannot assure that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein are made as of the date hereof and neither Pieridae nor Ikkuma undertakes any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
For further information please contact:
Alfred Sorensen, Chief Executive Officer
Telephone: (418) 657-1966
Neither 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.