Winstar Resources Ltd. announces results of annual general and special meeting and provides update on timing of completion of arrangement
CALGARY, June 21, 2013 /CNW/ - Winstar Resources Ltd ("Winstar" or the "Company") (TSX:WIX) is pleased to announce the results of its annual general and special meeting of the holders ("Winstar Shareholders") of common shares ("Common Shares"), held June 20, 2013 to consider and vote on, among other things, a plan of arrangement (the "Arrangement"), under the Business Corporations Act (Alberta), involving Winstar, Winstar Shareholders, Kulczyk Oil Ventures Inc. ("KOV") and Kulczyk Investments S.A., pursuant to which KOV will acquire all of the issued and outstanding Common Shares of Winstar.
Approval of Arrangement
By special resolution passed at the meeting of Winstar Shareholders, the Arrangement was approved by 99.87% of the votes cast by Winstar Shareholders, and 99.86% of the votes cast by the holders of Common Shares (excluding Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to Multilateral instrument 61-101 - Protection of Minority Security Holders in Special Transactions). Winstar also announces that, by ordinary resolution passed at the meeting, Winstar Shareholders approved the KOV stock option plan by 99.35% of the votes cast by Winstar Shareholders.
Winstar understands that, also on June 20, 2013, the shareholders of KOV passed resolutions approving the consolidation of KOV's common shares on a ten for one basis and changing the name of KOV to "Serinus Energy Inc." ("Serinus"). The approval of these two resolutions is a condition to the completion of the Arrangement.
Update on Timing of Completion of Arrangement
The Final Order hearing in respect of the Arrangement was scheduled to occur at the Calgary Courts Centre today, June 21, at 10:00 a.m. Due to the widespread flooding and corresponding evacuations in downtown Calgary, the Final Order hearing has been rescheduled to Monday, June 24 at 3:00 p.m. at the Calgary Courts Centre. With the shareholders of KOV having approved the consolidation of its common shares and name change, Winstar anticipates that the Arrangement will close on or about June 24, 2013 following receipt of the Final Order. Thereafter, it is expected that the common shares of Serinus will begin trading on the Toronto Stock Exchange (the "TSX") on or about the day that is three business days following completion of the Arrangement, subject to Serinus fulfilling all of the remaining listing conditions of the TSX.
As previously disclosed, the maximum cash consideration payable under the Arrangement is $35,000,000. Winstar received aggregate cash elections of approximately $45,400,000 such that Winstar Shareholders that elected to receive cash shall receive approximately 77% of the cash consideration they would otherwise be entitled to, with the remainder to be satisfied in common shares of Serinus by virtue of the proration mechanics under the Arrangement.
Vote Results on Other Matters
Other matters before the meeting are described more fully in the management proxy circular dated May 16, 2013. Winstar Shareholders voted to fix the number of directors to be elected at the meeting at eight (8) and for the appointment of PricewaterhouseCoopers LLP as Winstar's auditors in the event that the Arrangement is not completed. The following individuals were also elected as the directors of Winstar for the ensuing year in the event that the Arrangement is not completed: Douglas N. Baker, W. Russ Duncan, Evgenij Iorich, Bryan H. Lawrence, Bruce R. Libin, Robert W. Mitchell, David A. Monachello, and Christopher J. Whyte.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the timing and anticipated receipt of required regulatory and court approvals for the Arrangement; the ability of Winstar and KOV to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.
In respect of the forward-looking statements and information concerning the anticipated completion of the Arrangement and the anticipated timing for completion of the Arrangement, Winstar has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary regulatory and court approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the Arrangement include the failure of Winstar or KOV to obtain necessary regulatory and court approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Winstar or KOV to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the completion of the Arrangement are included in the management information circular of Winstar dated May 16, 2013 which may be accessed on Winstar's SEDAR profile at www.sedar.com. The forward-looking statements and information contained in this press release are made as of the date hereof and Winstar 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.
SOURCE Winstar Resources Ltd.