Greenfields Petroleum Corporation (the "
Company"
or "
Greenfields") (TSX VENTURE: GNF), a production
focused company with operating assets in Azerbaijan, is pleased to
announce that all of the resolutions put to holders (the
“Shareholders”) of common shares of the Company (the “Shares”) at
the special meeting held on June 3, 2020 (the “Meeting”) were
passed. The Company also provides an update with regard to the
status of filing the Company's year-end audited financial
statements, the accompanying management and discussion and
analysis, the statement of reserves data required by National
Instrument 51-101 - Standards of Disclosure for Oil and Gas
Activities and related certifications for the fiscal year ending
December 31, 2019 (collectively the "Annual Filings").
At the Meeting, Shareholders approved: (i) the
Company’s applications to delist the Shares from the TSX Venture
Exchange ("TSXV") and to cease to be a reporting issuer in each
province in which it currently reports and to terminate its public
reporting obligations (the "Applications"); (ii) a consolidation of
the Shares on the basis of twenty pre-consolidation Shares for each
one post-consolidation Share (the "Consolidation"); and (iii) an
increase of the Company's authorized share capital (after giving
effect to the Consolidation) from US$10.0 million divided into
39,999,600 Shares of nominal or par value of US$0.20, 9,999,900
non-voting shares of nominal or par value of US$0.20 and 100,000
preferred shares of nominal or par value of US$0.01 to US$100.0
million divided into 799,992,000 Shares of nominal or par value of
US$0.10, 199,998,000 non-voting shares of nominal or par value of
US$0.10 and 100,000 preferred shares of nominal or par value of
US$0.01 (the "Authorized Share Increase"), all as described in the
Company’s management information circular (the “Circular”) dated
May 4, 2020, a copy of which is available on Greenfield's SEDAR
profile at www.sedar.com.
Subject to acceptance of the TSXV, the Company
is expected to set June 22, 2020 as the effective date of the
Consolidation and the Authorized Share Increase. Trading of the
Shares on a post-Consolidation basis on the TSXV will commence on
or about June 23, 2020.
The Company currently has 43,430,189 issued and
outstanding Shares. Upon completion of the Consolidation, the
Company will have approximately 2,171,510 Shares outstanding. No
fractional Shares will be issued pursuant to the Consolidation.
Letters of transmittal will be mailed to
registered Shareholders on June 22, 2020, requesting them to
deposit their share certificate(s), together with the duly
completed letter of transmittal, with Alliance Trust Company
(“Alliance”), the Company’s registrar and transfer
agent, in exchange for certificates representing the number of
post-Consolidation Shares to which they will be entitled. If a
registered Shareholder does not receive a letter of transmittal,
please contact Alliance.
Non-registered Shareholders holding Shares
through an intermediary (a securities broker, dealer, bank or
financial institution) should be aware that the intermediary may
have different procedures for processing the Consolidation than
those that will be put in place by the Company for registered
Shareholders. If Shareholders hold their Shares through an
intermediary and they have questions in this regard, they are
encouraged to contact their intermediaries.
Further details with regard to the background,
reasoning and impact of the Applications, Consolidation and
Authorized Share Increase, are contained in the Circular.
As an update to the news releases issued on
April 29, 2020 and May 27, 2020 where the Company announced it
would be relying on the exemption provided in Alberta Securities
Commission Blanket Order 51-517 and similar exemptions provided by
the other Canadian securities regulators which provide for an
extension of up to 45 days from the original filing date (April 29,
2020) for the Company’s Annual Filings, due to the rapidly evolving
news and guidelines related to the COVID-19 outbreak, and in
particular, government recommendations to exercise social
distancing, the Company is working with its auditors and reserves
evaluators to complete the preparation of the Annual Filings no
later than July 16, 2020.
As the anticipated filing date for the Annual
Filings is outside the 45 day “extension period” associated with
the blanket relief, the Alberta Securities Commission, as principal
regulator for the Company, has granted a management cease trade
order under National Policy 12-203 – Management Cease Trade Orders
("NP 12-203") throughout the duration of the
default in respect of the Annual Filings.
Subject to receipt of TSXV and regulatory
approvals, the Company will complete the delisting and cease to be
a reporting issuer after the Annual Filings have been filed.
The management cease trade order will generally
not affect the ability of persons who are not or have not been
management of the Company to trade in its securities.
The Company confirms that it will satisfy the
provisions of the alternative information guidelines under NP
12-203 by issuing bi-weekly default status reports in the form of
news releases for so long as it remains in default of the
above-noted filing requirements.
The Company confirms that there is no other
material information relating to its affairs that has not been
generally disclosed.
Other than as disclosed herein and in the news
releases issued on April 29, 2020 and May 27, 2020, the Company is
up to date in its filing obligations.
About Greenfields Petroleum
Corporation
Greenfields is an oil and natural gas company
focused on the development and production of proven oil and gas
reserves in the Republic of Azerbaijan. The Company is the sole
owner of Bahar Energy Limited ("BEL"), a venture
with an 80% participating interest in the Exploration,
Rehabilitation, Development and Production Sharing Agreement with
State Oil Company of the Republic of Azerbaijan
("SOCAR") and SOCAR Oil Affiliate, in respect of
the Bahar Project, which includes the Bahar Gas Field and the Gum
Deniz Oil Field. BEL operates the Bahar Project through its wholly
owned subsidiary Bahar Energy Operating Company Limited. More
information about the Company may be obtained on the Greenfields'
website at www.greenfields-petroleum.com.
Forward-Looking Statements
This press release contains forward-looking
statements. In particular, this press release contains
forward-looking information relating to the Applications, the
Consolidation, the Authorized Share Increase, the anticipated
filing date of the Annual Filings and the management cease trade
order granted by the ASC. The use of any of the words
"anticipated", "scheduled", "will", "prior to", "estimate",
"believe", "should", "future", "continue", "expect", "plan" and
similar expressions are intended to identify forward-looking
statements. Although the Company believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no
assurance 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 most of which are beyond the control of
Greenfields. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results, performance or
achievements could vary materially from those expressed or implied
by the forward-looking information. These risks include, but are
not limited to, risks associated with the oil and gas industry in
general (e.g., operational risks in development, exploration and
production; delays or changes in plans with respect to exploration
or development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections
relating to production, costs and expenses; and health, safety,
political and environmental risks), commodity price and exchange
rate fluctuations, changes in legislation affecting the oil and gas
industry and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development
projects or capital expenditures. Additional risk factors can be
found under the heading "Risk Factors" in the Company's most recent
management's discussion and analysis, which may be viewed on
www.sedar.com.
The forward-looking statements contained in this
press release are made as of the date hereof and Greenfields
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. The Company's forward-looking
information is expressly qualified in its entirety by this
cautionary statement.
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.
For more information, please contact:
Greenfields Petroleum Corporation |
info@greenfieldspetroleum.com |
John W Harkins (CEO) |
+1 (832) 234 0836 |
Sanjay Swarup (CFO) |
+44 207 096 0662 |
Greenfields Petroleum (TSXV:GNF)
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