Welcome!

News Feed Item

Passport Energy Ltd. and Amarok Energy Inc. Update on Arrangement Agreement and Private Placement

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.

Reader Advisory

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.

Contacts:
Passport Energy Ltd.
Bruce Murray
President & CEO
403-930-4061
[email protected]

Passport Energy Ltd.
Daniel Tiberio
COO
403-930-4070
[email protected]
www.passportenergy.com

Amarok Energy Inc.
Massimo Geremia
Director
(403) 984-1751
[email protected]
www.amarokenergy.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
In this presentation, you will learn first hand what works and what doesn't while architecting and deploying OpenStack. Some of the topics will include:- best practices for creating repeatable deployments of OpenStack- multi-site considerations- how to customize OpenStack to integrate with your existing systems and security best practices.
SYS-CON Events announced today that CrowdReviews.com has been named “Media Sponsor” of SYS-CON's 22nd International Cloud Expo, which will take place on June 5–7, 2018, at the Javits Center in New York City, NY. CrowdReviews.com is a transparent online platform for determining which products and services are the best based on the opinion of the crowd. The crowd consists of Internet users that have experienced products and services first-hand and have an interest in letting other potential buye...
In his session at 20th Cloud Expo, Scott Davis, CTO of Embotics, discussed how automation can provide the dynamic management required to cost-effectively deliver microservices and container solutions at scale. He also discussed how flexible automation is the key to effectively bridging and seamlessly coordinating both IT and developer needs for component orchestration across disparate clouds – an increasingly important requirement at today’s multi-cloud enterprise.
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
You want to start your DevOps journey but where do you begin? Do you say DevOps loudly 5 times while looking in the mirror and it suddenly appears? Do you hire someone? Do you upskill your existing team? Here are some tips to help support your DevOps transformation. Conor Delanbanque has been involved with building & scaling teams in the DevOps space globally. He is the Head of DevOps Practice at MThree Consulting, a global technology consultancy. Conor founded the Future of DevOps Thought Leade...
Jo Peterson is VP of Cloud Services for Clarify360, a boutique sourcing and benchmarking consultancy focused on transforming technology into business advantage. Clarify360 provides custom, end-to-end solutions from a portfolio of more than 170 suppliers globally. As an engineer, Jo sources net new technology footprints, and is an expert at optimizing and benchmarking existing environments focusing on Cloud Enablement and Optimization. She and her team work with clients on Cloud Discovery, Cloud ...
Everyone wants the rainbow - reduced IT costs, scalability, continuity, flexibility, manageability, and innovation. But in order to get to that collaboration rainbow, you need the cloud! In this presentation, we'll cover three areas: First - the rainbow of benefits from cloud collaboration. There are many different reasons why more and more companies and institutions are moving to the cloud. Benefits include: cost savings (reducing on-prem infrastructure, reducing data center foot print, redu...
Founded in 2000, Chetu Inc. is a global provider of customized software development solutions and IT staff augmentation services for software technology providers. By providing clients with unparalleled niche technology expertise and industry experience, Chetu has become the premiere long-term, back-end software development partner for start-ups, SMBs, and Fortune 500 companies. Chetu is headquartered in Plantation, Florida, with thirteen offices throughout the U.S. and abroad.
The technologies behind big data and cloud computing are converging quickly, offering businesses new capabilities for fast, easy, wide-ranging access to data. However, to capitalize on the cost-efficiencies and time-to-value opportunities of analytics in the cloud, big data and cloud technologies must be integrated and managed properly. Pythian's Director of Big Data and Data Science, Danil Zburivsky will explore: The main technology components and best practices being deployed to take advantage...
SYS-CON Events announced today that DatacenterDynamics has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY. DatacenterDynamics is a brand of DCD Group, a global B2B media and publishing company that develops products to help senior professionals in the world's most ICT dependent organizations make risk-based infrastructure and capacity decisions.
The standardization of container runtimes and images has sparked the creation of an almost overwhelming number of new open source projects that build on and otherwise work with these specifications. Of course, there's Kubernetes, which orchestrates and manages collections of containers. It was one of the first and best-known examples of projects that make containers truly useful for production use. However, more recently, the container ecosystem has truly exploded. A service mesh like Istio addr...
Most DevOps journeys involve several phases of maturity. Research shows that the inflection point where organizations begin to see maximum value is when they implement tight integration deploying their code to their infrastructure. Success at this level is the last barrier to at-will deployment. Storage, for instance, is more capable than where we read and write data. In his session at @DevOpsSummit at 20th Cloud Expo, Josh Atwell, a Developer Advocate for NetApp, will discuss the role and value...
Dynatrace is an application performance management software company with products for the information technology departments and digital business owners of medium and large businesses. Building the Future of Monitoring with Artificial Intelligence Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more busi...
New competitors, disruptive technologies, and growing expectations are pushing every business to both adopt and deliver new digital services. This ‘Digital Transformation’ demands rapid delivery and continuous iteration of new competitive services via multiple channels, which in turn demands new service delivery techniques – including DevOps. In this power panel at @DevOpsSummit 20th Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, panelists examined how DevOps helps to meet the de...
Nicolas Fierro is CEO of MIMIR Blockchain Solutions. He is a programmer, technologist, and operations dev who has worked with Ethereum and blockchain since 2014. His knowledge in blockchain dates to when he performed dev ops services to the Ethereum Foundation as one the privileged few developers to work with the original core team in Switzerland.