Paramount Resources Ltd. Receives Shares of Marquee Energy Ltd. in Consideration for Non-Core Assets Sold to Marquee
07 März 2014 - 10:57PM
Marketwired
Paramount Resources Ltd. Receives Shares of Marquee Energy Ltd. in
Consideration for Non-Core Assets Sold to Marquee
CALGARY, ALBERTA--(Marketwired - Mar 7, 2014) - Paramount
Resources Ltd. ("Paramount") (TSX:POU) announces that it has
acquired ownership and control of 13,705,883 common shares of
Marquee Energy Ltd. ("Marquee") issued from treasury at a deemed
price of $0.85 per share, representing approximately 14% of
Marquee's outstanding common shares after such issuance. Paramount
acquired such shares as consideration for certain non-core assets
sold to Marquee by Paramount (the "Sale Transaction"). The Marquee
common shares were issued to Paramount pursuant to the prospectus
exemption in Section 2.12 of National Instrument 45-106 -
Prospectus and Registration Exemptions.
As one of Marquee's directors is also a director of Paramount,
Paramount is considered a "non-arm's length" party under the rules
of the TSX Venture Exchange (the "TSXV"), and as a result 5,257,067
of the Marquee common shares issued to Paramount are subject to a
Non-Voting Agreement pursuant to which Paramount has agreed not to
exercise the voting rights in respect of such shares until either
Marquee obtains shareholder approval ("Shareholder Approval") to
permit voting of such shares, or the TSXV requirement for
Shareholder Approval has been waived or no longer applies. Marquee
will seek to obtain Shareholder Approval at its annual meeting of
shareholders, which will be held as soon as practicable, and in any
event by no later than May 15, 2014. Marquee will be recommending
that its shareholders vote in favour of the Shareholder Approval.
If Shareholder Approval is not obtained on or before May 15, 2014,
Marquee will be required to issue Paramount an additional 400,000
common shares.
Paramount did not own any Marquee common shares prior to the
completion of the Sale Transaction. However, Clayton H. Riddell,
Paramount's CEO, owned and controlled 2,683,400 Marquee common
shares prior to the completion of the Sale Transaction.
Accordingly, Paramount and Clayton H. Riddell now own and control,
in the aggregate, 16,389,283 Marquee common shares representing
approximately 16.7% of Marquee's outstanding common shares. The
disclosure of Mr. Riddell's holdings in Marquee is not an admission
that he is a joint actor with Paramount.
The acquisition of Marquee common shares by Paramount in
connection with the Sale Transaction was made for investment
purposes. Paramount and/or Clayton H. Riddell may in the future
increase or decrease their respective holdings in Marquee depending
on market conditions or other relevant factors.
This news release is being issued pursuant to securities
legislation in each province of Canada and will be filed on the
System for Electronic Document Analysis and Retrieval ("SEDAR")
with the report required under National Instrument 62-103.
Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada. Paramount's Class A Common Shares are listed on the
Toronto Stock Exchange under the symbol "POU".
For further information or to obtain a copy of the
report:Paramount Resources Ltd.J.H.T. (Jim) RiddellPresident and
Chief Operating Officer(403) 290-3600Paramount Resources Ltd.B.K.
(Bernie) LeeChief Financial Officer(403) 290-3600(403) 262-7994
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