Longford Energy Inc. Shareholders Approve UrtheCast Transaction
TORONTO, June 13, 2013 /CNW/ - Longford Energy Inc. (NEX - LFD.H) ("Longford") and Earth Video Camera Inc. ("UrtheCast") are pleased to announce that, at the annual and special meeting of Longford's shareholders held earlier today (the "Meeting"), Longford's shareholders overwhelmingly approved all resolutions relating to the previously announced plan of arrangement (the "Arrangement") involving Longford and UrtheCast.
The resolutions that Longford's shareholders approved related to (i) the issuance of Longford common shares in exchange for all of the issued and outstanding Class A common shares of UrtheCast, (ii) a consolidation of Longford's common shares upon completion of the Arrangement, (iii) changing Longford's name to "UrtheCast Corp." upon completion of the Arrangement, (iv) adoption of a new equity compensation incentive plan by Longford, (v) the issuance of common shares to Goodwood Management Services Ltd. ("Goodwood") as compensation for consulting services to be provided to Longford by Goodwood and (vi) certain amendments to Longford's by-laws. All of the existing directors of Longford were also re-elected pending completion of the Arrangement.
A special meeting of UrtheCast shareholders to consider the Arrangement is scheduled to occur on June 14, 2013 and, should the Arrangement be approved by UrtheCast shareholders, an application to the Supreme Court of British Columbia for a final order approving the Arrangement is expected to be made on or about June 18, 2013. If UrtheCast shareholder approval and court approval are obtained and the other conditions to the completion of the Arrangement are satisfied or waived, Longford and UrtheCast expect that the Arrangement will be completed on or about June 19, 2013. Longford's common shares are expected to begin trading on the TSX under the ticker symbol "UR" during the week of June 24, 2013.
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the completion of the Arrangement and related matters. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Longford and UrtheCast to control or predict, that may cause Longford's or UrtheCast's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the risk that the Arrangement will not be approved by the court or the shareholders of UrtheCast; risks and uncertainties related to the Arrangement not being completed in the event that the conditions precedent thereto are not satisfied and other related risks and uncertainties. Longford and UrtheCast undertake no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
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SOURCE Longford Energy Inc.