19:37:40 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Contact Exploration Inc
Symbol CEX
Shares Issued 293,049,422
Close 2014-11-25 C$ 0.32
Market Cap C$ 93,775,815
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Contact holders to consider Kicking Horse deal Dec. 19

2014-11-25 20:01 ET - News Release

Mr. Steve Harding reports

CONTACT EXPLORATION INC. ANNOUNCES MAILING OF MEETING MATERIALS FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Contact Exploration Inc. has mailed a joint information circular and proxy statement of Contact and Donnycreek Energy Inc. and related meeting materials in connection with the annual and special meeting of the securityholders of Contact currently scheduled to be held in the Mayfair room of the Westin Calgary, 320, 4th Ave. Southwest, Calgary, Alta., at 9 a.m. (Calgary time), on Dec. 19, 2014. At the meeting, securityholders of Contact will be asked to consider and vote upon, among other things, a plan of arrangement under the provisions of the Business Corporations Act (Alberta) among Contact, Donnycreek, the shareholders and optionholders of Contact, and the shareholders and optionholders of Donnycreek.

Pursuant to the arrangement, Contact and Donnycreek will amalgamate to form Kicking Horse Energy Inc. on the basis of 0.075 of a common share of Kicking Horse being issued in exchange for each outstanding common share of Contact and 0.6 of a Kicking Horse share being issued in exchange for each outstanding common share of Donnycreek. Immediately following the closing of the arrangement, the former Donnycreek shareholders will hold approximately 56 per cent of the outstanding Kicking Horse shares, and the former Contact shareholders will hold approximately 44 per cent of the outstanding Kicking Horse shares.

Pursuant to the letter of transmittal mailed to Contact shareholders as part of the meeting materials, the exchange of the Contact shares for Kicking Horse shares by a registered holder of Contact shares will occur upon the registered holder tendering their share certificate(s) representing Contact shares, together with the duly completed letter of transmittal, to Computershare Investor Services Inc., Contact's depositary under the arrangement. Shareholders whose Contact shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Contact shares. At the time the arrangement is completed, all Contact shares and Donnycreek shares will be deemed to be cancelled and will represent only an entitlement to receive Kicking Horse shares.

Kicking Horse will be managed by Steve Harding as president and chief executive officer, Raymond Sully as chief operating officer, Chad Kalmakoff as vice-president of finance and chief financial officer, Mark Hadley as vice-president of exploration, and Paul Poohkay as production manager. Pursuant to the terms of the arrangement, the board of directors of Kicking Horse will initially consist of seven members, being Robert Hodgins, Ken Bowie, Bruce Allford and Mr. Harding, each of whom is currently a director of Contact, and Randy Kwasnicia, Bruce Pachkowski and Colin Watt, each of whom has been nominated by Donnycreek and agreed to by Contact in accordance with the terms of the arrangement. Additionally, the first auditor of Kicking Horse will be KPMG LLP.

Contact and Donnycreek also amended and restated the arrangement agreement entered into in connection with the arrangement to address certain housekeeping-type items, which included naming the full board of directors of Kicking Horse and naming the auditor of Kicking Horse.

Donnycreek also reports that the Alberta Court of Queen's Bench granted an interim order concerning the arrangement containing declarations and directions with respect to the arrangement and the holding of the meeting.

Closing of the arrangement is subject to, among other conditions, the approval by holders of at least 66-2/3 per cent of the Contact shares and by holders of at least 66-2/3 per cent of the Donnycreek shares (and by a majority of holders of the minority of Donnycreek shares) voted at each of the parties' respective securityholder meetings, the approval of the court, the receipt of all necessary regulatory and stock exchange approvals, and satisfaction of certain other closing conditions that are customary for a transaction of this nature. Assuming receipt of shareholder approval, Contact and Donnycreek anticipate making a joint application to the court for the final order approving the arrangement on Dec. 19, 2014. Assuming receipt of the final order and that all other conditions specified in the arrangement are satisfied or waived, the arrangement is anticipated to close on Dec. 19, 2014.

The board of directors of Contact has considered the arrangement and has unanimously concluded that the arrangement is in the best interests of Contact and, based upon the fairness opinion provided by Canaccord Genuity Corp., determined that the consideration to be received by Contact securityholders pursuant to the arrangement is fair, from a financial point of view to the Contact securityholders, and unanimously recommends that Contact securityholders vote in favour of the arrangement. Further details on the proposed arrangement, including relevant Canadian federal income tax information, are included in the meeting materials.

We seek Safe Harbor.

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