VANCOUVER, March 31, 2017 /CNW/ – PMI Resources Ltd. (“PMI” or the “Company“) (TSXV: PMI), is pleased to announce that it has received conditional approval from the TSX Venture Exchange for its proposed acquisition of PentaNova Energy Corp. (the “Acquisition“), as previously disclosed on January 25 and February 10, 2017. In addition, the Company’s Filing Statement dated March 30, 2017 in respect of the Acquisition has been filed on SEDAR.
Closing of the Acquisition is anticipated to occur shortly. The Company is relying on the exemption from the requirement for shareholder approval pursuant to Exchange Policy 5.2 and in that regard confirms (a) that the Acquisition is not a related party transaction and no other circumstances exist which may compromise the independence of the Company or other interested parties with respect to the Acquisition; (b) the Company is without active operations; (c) the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Acquisition; and (d) shareholder approval of any aspect of the Acquisition is not required under applicable corporate or securities laws.
Trading in the common shares of the Company has been halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation has been filed with and accepted by the Exchange in connection with the Company’s previously announced Patagonia acquisition and permission to resume trading has been obtained from the Exchange.
Neither the 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.
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of the Transaction described herein, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms of the Transaction.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to the Company’s or PentaNova’s inability to satisfy a condition precedent to the completion of the transaction (including obtaining necessary regulatory approvals and completion of the Offering), other risks related to completion of the transaction and risks related to the inability of either of the Company or PentaNova to perform its respective obligations under the transaction.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company’s ability to complete the transaction and PentaNova’s ability to complete the acquisition of the Assets. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
SOURCE PMI Resources Ltd.
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