InPlay and Prairie Storm Announce Court and Shareholder Approval of Arrangement, Prairie Storm Q3 2021 Disclosure Filings
30 Novembre 2021 - 1:00AM
InPlay Oil Corp. ("
InPlay") (TSX:IPO) and Prairie
Storm Resources Corp. (TSXV: PSEC) ("
Prairie
Storm" or the "
Corporation") are pleased
to announce that the Court of Queen's Bench of Alberta (the
"
Court") has granted a final order approving the
previously announced plan of arrangement (the
"
Arrangement") involving, among others, Prairie
Storm, InPlay and the holders (the "
Shareholders")
of common shares of Prairie Storm ("
Prairie Storm
Shares"). Pursuant to the Arrangement, InPlay will acquire
all of the issued and outstanding Prairie Storm Shares in exchange
for 0.0524 of a common share of InPlay and $0.2514 in cash for each
outstanding Prairie Storm Share.
Receipt of the final order of the Court followed
the special meeting of Shareholders held early this morning (the
"Meeting"), where Shareholders voted
overwhelmingly in favour of a special resolution (the
"Arrangement Resolution") approving the
Arrangement. A total of 144,113,916 Prairie Storm Shares,
representing approximately 97.76% of issued and outstanding Prairie
Storm Shares, were voted at the Meeting. The Arrangement Resolution
was approved by the requisite majorities of Shareholders, as
follows:
Resolution |
# Votes For |
% Votes For |
# Votes Against |
% Votes Against |
Arrangement Resolution(1) |
144,113,916 |
100% |
0 |
0% |
Arrangement Resolution(2) |
103,242,251 |
100% |
0 |
0% |
(1) More than two-thirds (66⅔ per cent) of the
votes cast by Shareholders, voting together as a single class,
present in person or represented by proxy at the Meeting voted in
favour of the Arrangement Resolution, as required by the interim
order of the Court.
(2) More than a simple majority of the votes
cast on the Arrangement Resolution by Shareholders present in
person or represented by proxy at the Meeting, after excluding the
votes cast by those persons whose votes were required to be
excluded pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions, voted in favour
of the Arrangement Resolution, as required by the interim order of
the Court.
Additional information regarding the Arrangement
is provided in the management information circular of Prairie Storm
dated October 26, 2021, which is available on Prairie Storm's SEDAR
profile at www.sedar.com. Assuming the satisfaction of the
remaining conditions to closing, the Arrangement is expected to
close tomorrow, November 30, 2021.
Q3 2021 DISCLOSURE FILINGS
In addition, Prairie Storm is also pleased to
announce the filing of Prairie Storm's unaudited interim condensed
consolidated financial statements (the "Q3 2021 Financial
Statements") and related management's discussion and
analysis (the "Q3 2021 MD&A"), each as at and
for the three and nine months ended September 30, 2021. Copies of
the Q3 2021 Financial Statements and Q3 2021 MD&A are available
on Prairie Storm's SEDAR profile at www.sedar.com.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred
to in this press release are stated in Canadian dollars unless
otherwise specified.
FORWARD LOOKING-INFORMATION AND
ADVISORIES
Forward-looking Information
This news release contains certain
forward-looking information and forward-looking statements within
the meaning of applicable securities laws ("forward-looking
information"). The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are
intended to identify forward-looking information. In particular,
but without limiting the foregoing, this news release contains
forward-looking information pertaining to: statements with respect
to the Arrangement, including the ability of Prairie Storm and
InPlay to satisfy the remaining conditions to, and to complete, the
Arrangement; and the anticipated timing of the closing of the
Arrangement. 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
Prairie Storm or InPlay, as the case may be, to be materially
different from those expressed or implied by such forward-looking
information. Although Prairie Storm and InPlay have 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. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information and statements. Accordingly, readers should not
place undue reliance on forward-looking information.
The forward-looking information contained in
this news release speaks only as of the date of this news release,
and neither Prairie Storm nor InPlay assumes any obligation to
publicly update or revise any of the included forward-looking
information, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
laws.
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 news release.
Further Information:
For further information, please contact:
InPlay Oil Corp. |
Prairie Storm Resources Corp. |
Doug Bartole |
Hugh Ross |
President and Chief Executive Officer |
President and Chief Executive Officer |
Telephone: 587-955-0632 |
Telephone: 403-774-2901 |
|
|
OR |
OR |
|
|
Darren Dittmer |
Julian Din |
Chief Financial Officer |
VP Business Development |
Telephone: 587-955-0634 |
Telephone: 403-774-2904 |
Website: www.inplayoil.com |
Website: www.prairiestormresources.com |
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