CALGARY, AB, Nov. 29, 2021 /CNW/ - InPlay Oil Corp.
("InPlay") (TSX: IPO) and Prairie Storm Resources Corp.
(TSXV: PSEC) ("Prairie Storm" or the "Corporation")
are pleased to announce that the Court of Queen's Bench of
Alberta (the "Court") has
granted a final order approving the previously announced plan
of arrangement (the "Arrangement") involving, among
others, Prairie Storm, InPlay and the holders (the
"Shareholders") of common shares of Prairie Storm
("Prairie Storm Shares"). Pursuant to the Arrangement,
InPlay will acquire all of the issued and outstanding Prairie Storm
Shares in exchange for 0.0524 of a common share of InPlay and
$0.2514 in cash for each outstanding
Prairie Storm Share.
Receipt of the final order of the Court followed the special
meeting of Shareholders held early this morning (the
"Meeting"), where Shareholders voted overwhelmingly in
favour of a special resolution (the "Arrangement
Resolution") approving the Arrangement. A total of 144,113,916
Prairie Storm Shares, representing approximately 97.76% of issued
and outstanding Prairie Storm Shares, were voted at the Meeting.
The Arrangement Resolution was approved by the requisite majorities
of Shareholders, as follows:
|
Resolution
|
# Votes
For
|
% Votes
For
|
# Votes
Against
|
% Votes
Against
|
|
Arrangement
Resolution(1)
|
144,113,916
|
100%
|
0
|
0%
|
|
Arrangement
Resolution(2)
|
103,242,251
|
100%
|
0
|
0%
|
|
(1)
|
More than two-thirds
(66⅔ per cent) of the votes cast by Shareholders, voting together
as a single class, present in person or represented by proxy at the
Meeting voted in favour of the Arrangement Resolution, as required
by the interim order of the Court.
|
|
(2)
|
More than a simple
majority of the votes cast on the Arrangement Resolution by
Shareholders present in person or represented by proxy at the
Meeting, after excluding the votes cast by those persons whose
votes were required to be excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, voted in favour of the Arrangement
Resolution, as required by the interim order of the
Court.
|
Additional information regarding the Arrangement is provided in
the management information circular of Prairie Storm dated
October 26, 2021, which is available
on Prairie Storm's SEDAR profile at www.sedar.com. Assuming the
satisfaction of the remaining conditions to closing, the
Arrangement is expected to close tomorrow, November 30, 2021.
Q3 2021 DISCLOSURE FILINGS
In addition, Prairie Storm is also pleased to announce the
filing of Prairie Storm's unaudited interim condensed consolidated
financial statements (the "Q3 2021 Financial Statements")
and related management's discussion and analysis (the "Q3 2021
MD&A"), each as at and for the three and nine months ended
September 30, 2021. Copies of the Q3
2021 Financial Statements and Q3 2021 MD&A are available on
Prairie Storm's SEDAR profile at www.sedar.com.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred to in this press release
are stated in Canadian dollars unless otherwise specified.
FORWARD LOOKING-INFORMATION AND ADVISORIES
Forward-looking Information
This news release contains certain forward-looking information
and forward-looking statements within the meaning of applicable
securities laws ("forward-looking information"). The use of
any of the words "expect", "anticipate", "continue", "estimate",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information. In particular, but without limiting the foregoing,
this news release contains forward-looking information pertaining
to: statements with respect to the Arrangement, including the
ability of Prairie Storm and InPlay to satisfy the remaining
conditions to, and to complete, the Arrangement; and the
anticipated timing of the closing of the Arrangement.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Prairie
Storm or InPlay, as the case may be, to be materially
different from those expressed or implied by such forward-looking
information. Although Prairie Storm and InPlay have attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information and statements. Accordingly, readers should not
place undue reliance on forward-looking information.
The forward-looking information contained in this news release
speaks only as of the date of this news release, and neither
Prairie Storm nor InPlay assumes any obligation to publicly update
or revise any of the included forward-looking information, whether
as a result of new information, future events or otherwise, except
as may be required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE Prairie Storm Resources Corp.
