|By Marketwired .||
|May 20, 2014 05:33 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 05/20/14 -- Passport Energy Ltd. ("Passport") and Amarok Energy Inc. ("Amarok") (TSX VENTURE:AMR) announce that they have entered into an amended and restated arrangement agreement ("Amended Agreement") dated as of May 14, 2014 that amends and restates the arrangement agreement dated April 25, 2014 among Amarok, 1815766 Alberta Inc. and Passport that was previously announced by Passport and Amarok on April 30, 2014. A copy of the Amended Agreement will be available on SEDAR profiles of each of Amarok and Passport at www.sedar.com. The Amended Agreement provides, among other things, that 32 Degrees Diversified Energy Fund II (Canadian) L.P. and 32 Degrees Diversified Energy Fund II (US) L.P. (together, "32 Degrees") will participate in the previously announced private placement financing by way of a subscription for $13,000,000 of common shares of Passport ("Passport Shares") at $0.18 per Passport Share (the "Share Offering") after the Passport Shares have been consolidated on a six (6) to one (1) basis (the "Consolidation"). Consequently, the subscription receipt private placement financing previously announced has been revised to be an offering of up to a maximum of $10,000,000 of subscription receipts of Passport ("Subscription Receipts") at $0.18 per Subscription Receipt (the "Subscription Receipts Offering") where, subject to certain escrow conditions being met, each Subscription Receipt is exchangeable for one post-Consolidation Passport Share for no additional consideration. No minimum offering of the Subscription Receipts Offering needs to be achieved in order for Passport to close on the Subscription Receipt Offering. Passport has received conditional approval from the TSX Venture Exchange in connection with the Share Offering and Subscription Receipts Offering. The Amended Agreement also provides for Amarok's covenant to grant, contingent on the completion of the transactions contemplated in the Amended Agreement and effective after the completion of such transactions, undertakings to 32 Degrees in respect of certain corporate governance matters of Amarok as well as changes to deadline dates for filings, court applications, closing date and mailing date of the joint information circular contemplated in the Amended Agreement. Other than the above, the Amended Agreement does not materially change any of the material terms previously announced and does not affect the date of the Passport shareholder meeting or Amarok shareholder meeting, each of which is still anticipated to be held on June 12, 2014.
Passport and 32 Degrees have entered into subscription agreements dated May 16, 2014 (the "32 Degrees Subscriptions") in respect of the Share Offering. As previously announced, a portion of the subscription price to be paid by 32 Degrees will include the transfer and conveyance of certain lands in the Hardy area of Southeast Saskatchewan. The 32 Degrees Subscriptions are subject to a number of conditions, including, among other things, that the requisite shareholders approvals of both Passport and Amarok set out in the Amended Agreement be obtained.
Trading in the common shares of each of Passport and Amarok has been halted since January 8, 2014 and March 21, 2014 respectively. It is anticipated that the shares of Passport and Amarok will recommence trading on or about May 21, 2014.
The TSX Venture Exchange has in no way passed upon the merits of the Share Offering or Subscription Receipts Offering and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words "may", "expected", "believes" and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Passport and Amarok believe these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to the Share Offering, the Subscription Receipts Offering, the date of the Passport and Amarok shareholders meetings and the receipt of requisite shareholder approvals and the timing thereof. There is no assurance that the parties will carry out the terms of the Amended Agreement. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals and shareholder approvals, and other factors, many of which are beyond the control of Passport and Amarok. There is no assurance that all terms and conditions set forth in the Amended Agreement or any of the contemplated transactions set out therein will be undertaken or met in a timely manner. The forward-looking statements contained in this news release represent Passport's and Amarok's expectations as of the date hereof, and are subject to change after such date. Passport and Amarok each disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.
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