Loon Announces Closing of Plan of Arrangement
11 Décembre 2008 - 8:15PM
Marketwired
Loon Energy Inc. ("Loon" or "Company") (TSX VENTURE: LEY) is
pleased to announce that the previously announced plan of
arrangement (the "Arrangement") under the Business Corporations Act
(Alberta) to reorganize the Company has been completed. The
Arrangement was approved at the special meeting of securityholders
held on December 9, 2008 and by the Court of Queen's Bench of
Alberta on December 10, 2008. Approximately 93.64% of the votes
cast by the shareholders and the optionholders present at the
meeting in person or by proxy, voting together as a single class,
voted in favour of the special resolution to approve the
Arrangement. Further, approximately 92.62% of the votes cast by the
shareholders present at the meeting, in person or by proxy, voted
in favour of the ordinary resolution to approve the stock option
plan of Loon Energy Corporation.
Pursuant to the Arrangement, the assets of the Company in
Colombia and Peru have been transferred to a new company named Loon
Energy Corporation ("Loon Corp"), the Company, which retains the
assets in Brunei, Syria, Slovenia and an investment in Jura Energy
Corporation, has been renamed "Kulczyk Oil Ventures Inc." ("Kulczyk
Oil") and Kulczyk Oil closed a non-brokered private placement of
48,000,000 common shares (the "Kulczyk Oil Shares") at a price of
$0.25 per Kulczyk Oil Share for gross proceeds of $12,000,000. The
sole subscriber to the private placement was Kulczyk Investments
S.A., the major shareholder of the Company.
Shareholders of the Company will receive, for each Loon common
share (the "Loon Shares") held, one Kulczyk Oil Share and one
common share (a "Loon Corp Share") of Loon Corp, subject to receipt
by the depositary of the duly completed letters of transmittal and
certificates representing the Loon Shares and subject to the
exercise of the put right. Shareholders holding an aggregate of
18,565,759 Loon Shares (representing approximately 19.34% of the
then issued and outstanding Loon Shares) exercised their put right
under the Arrangement to require Kulczyk Oil to purchase the
Kulczyk Oil Shares that would otherwise be deliverable to those
Shareholders under the Arrangement at a price of $0.25 per
share.
After the closing of the Arrangement, the Loon Shares will be
delisted from the TSX Venture Exchange and an application will be
made in due course to list the Kulczyk Oil Shares on the Warsaw
Stock Exchange. The Loon Corp Shares are expected to be listed on
the TSX Venture Exchange sometime next week.
Some of the statements contained in this release may be
forward-looking statements. Forward-looking statements may include,
but are not limited to, statements concerning estimates of
recoverable hydrocarbons, expected hydrocarbon prices, expected
costs, statements relating to the continued advancement of the
Company's projects and other statements which are not historical
facts. When used in this document, and in other published
information of the Company, the words such as "could," "estimate,"
"expect," "intend," "may," "potential," "should," and similar
expressions are indicative of a forward-looking statement. Although
the Company believes that its expectations reflected in the
forward-looking statements are reasonable, the potential results
suggested by such statements involve risk and uncertainties and no
assurance can be given that actual results will be consistent with
these forward-looking statements. Various factors, which could
cause actual results to differ from these forward-looking
statements, include the potential that the Company's projects will
experience technical and mechanical problems, geological conditions
in the reservoir which may negatively impact levels of oil and gas
production and changes in product prices and other risks not
anticipated by the Company or disclosed in the Company's published
material. Since forward-looking statements address future events
and conditions, by their very nature, they involve inherent risks
and uncertainties.
The TSX Venture Exchange neither approves nor disapproves of the
information contained herein.
Contacts: Kulczyk Oil Ventures Inc. Timothy M. Elliott President
& Chief Executive Officer Email: telliott@loon-energy.com
Kulczyk Oil Ventures Inc. Norman W. Holton Vice Chairman (403)
264-8877 Email: nholton@loon-energy.com Loon Energy Corporation
Norman W. Holton President and Chief Executive Officer (403)
264-8877 Email: nholton@loon-energy.com Loon Energy Corporation
Timothy M. Elliott Chairman Email: telliott@loon-energy.com
Website: www.loon-energy.com
Loon Energy (Tier2) (TSXV:LEY)
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