19:24:37 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Donnycreek Energy Inc
Symbol DCK
Shares Issued 56,094,730
Close 2014-11-25 C$ 2.49
Market Cap C$ 139,675,878
Recent Sedar Documents

Donnycreek holders to vote on Contact merger Dec. 19

2014-11-25 20:47 ET - News Release

Mr. Malcolm Todd reports

DONNYCREEK ENERGY INC. ANNOUNCES MAILING OF MEETING MATERIALS FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Donnycreek Energy Inc. has mailed a joint information circular and proxy statement of Donnycreek and Contact Exploration Inc. and related meeting materials in connection with the annual and special meeting of the securityholders of Donnycreek currently scheduled to be held at the offices of Borden Ladner Gervais LLP, Suite 1900, 520, 3rd Ave. Southwest, Calgary, Alta., at 10 a.m. (Calgary time), on Dec. 19, 2014. At the meeting, securityholders of Donnycreek 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 Donnycreek, Contact, the shareholders and optionholders of Donnycreek, and the shareholders and optionholders of Contact.

Pursuant to the arrangement, Donnycreek and Contact will amalgamate to form Kicking Horse Energy Inc. on the basis of 0.600 of a common share of Kicking Horse being issued in exchange for each outstanding common share of Donnycreek and 0.075 of a Kicking Horse share being issued in exchange for each outstanding common share of Contact. 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 Donnycreek shareholders as part of the meeting materials, the exchange of the Donnycreek shares for Kicking Horse shares by a registered holder of Donnycreek shares will occur upon the registered holder tendering their share certificate(s) representing Donnycreek shares, together with the duly completed letter of transmittal, to Computershare Investor Services Inc., Donnycreek's depositary under the arrangement. Shareholders whose Donnycreek shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Donnycreek shares. At the time the arrangement is completed, all Donnycreek shares and Contact 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.

Donnycreek and Contact 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 Donnycreek shares (and by a majority of holders of the minority of Donnycreek shares) and by holders of at least 66-2/3 per cent of the Contact 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, Donnycreek and Contact 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 Donnycreek has considered the arrangement and has unanimously concluded that the arrangement is in the best interests of Donnycreek and, based upon the fairness opinion provided by RBC Dominion Securities Inc., determined that the consideration to be received by Donnycreek shareholders pursuant to the arrangement is fair, from a financial point of view to the Donnycreek shareholders and unanimously recommends that Donnycreek 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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