BASE OIL AND GAS LTD. ANNOUNCES SHAREHOLDER APPROVAL OF RECAPITALIZATION TRANSACTION AND MANAGEMENT CHANGES
04 Juin 2011 - 12:05AM
PR Newswire (Canada)
CALGARY, June 3, 2011 /CNW/ -- /NOT FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U.S. SECURITIES LAWS./ Symbol: BOG: TSX Venture CALGARY,
June 3, 2011 /CNW/ - Base Oil and Gas Ltd. ("Base Oil and Gas" or
the "Company") is pleased to announce it has received shareholder
approval for the recapitalization transaction announced in the
Company's press release on May 20, 2011. As previously
announced, the Company has entered into a recapitalization
agreement (the "Agreement") which provides for two non-brokered
private placements (the "Private Placements") by the Company for
aggregate gross proceeds of at least $1.25 million and up to $1.4
million, and the appointment of Mr. Richard Thompson as President
and Chief Executive Officer and Mr. Hany Beshry as Executive
Vice-President, Exploration of the Company and Mr. Thompson as a
director of the Company (collectively, "New Management", and with
the Private Placements, the "Transaction"). Pursuant to the
Agreement, the Company has obtained written consent from
shareholders holding Common Shares representing in excess of 50.1%
of the Company's issued and outstanding common shares. The
Transaction is expected to close on June 9, 2011. Base Oil &
Gas Ltd. is a Calgary base emerging oil and gas company, focused on
the development of light oil & liquids-rich gas reserves in the
Western Canadian Sedimentary basin. Forward Looking and Cautionary
Statements This press release contains forward-looking
statements. More particularly, this document contains
statements concerning: the completion of the transactions
contemplated by the Agreement, including both completion of the
Private Placements and the future directors and officers of the
Company. The forward-looking statements are based on certain key
expectations and assumptions made by the Company or by New
Management, as applicable, including expectations and assumptions
concerning: timing of receipt of required regulatory approvals and
third party consents and the satisfaction of other conditions to
the completion of the Transaction. Although the Company and the New
Management, as applicable, believe that the expectations and
assumptions on which the forward-looking statements made by such
party are based are reasonable, undue reliance should not be placed
on the forward-looking statements because no assurance can be
provided that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required regulatory and third party
approvals and consents are not obtained on terms satisfactory to
the parties within the timelines provided for in the Agreement, or
at all, and risks that other conditions to the completion of the
Transaction are not satisfied on the timelines set forth in the
Agreement or at all; the risks associated with the oil and gas
industry in general; the ability to implement corporate strategies,
the state of domestic capital markets, the ability to obtain
financing, changes in general market conditions and other factors
more fully described from time to time in the reports and filings
made by the Company with securities regulatory authorities. The
forward-looking statements contained in this press release are made
as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so 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 release. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S.
SECURITIES LAWS. To view this news release in HTML formatting,
please use the following URL:
http://www.newswire.ca/en/releases/archive/June2011/03/c2738.html p
Base Oil & Gas Ltd. /p table valign="top" border="0" tr td
Dennis Feuchukbr/ Chairman, Board of Directorsbr/ (403) 384-0000br/
a
href="mailto:dennisf@baseoilandgas.ca"dennisf@baseoilandgas.ca/a
/td td Roy Evans, C.A.br/ Interim President and CEObr/ (403)
384-0000br/ a
href="mailto:roye@baseoilandgas.ca"roye@baseoilandgas.ca/a /td /tr
/table p align="justify" or visit the Company's website at a
href="http://www.baseoilandgas.ca/"www.baseoilandgas.ca/a. /p
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