01:21:06 EDT Sat 27 Apr 2024
Enter Symbol
or Name
USA
CA



Gear Energy Ltd
Symbol GXE
Shares Issued 114,233,732
Close 2016-07-27 C$ 0.61
Market Cap C$ 69,682,577
Recent Sedar Documents

Gear Energy, Striker Exploration complete arrangement

2016-07-27 14:06 ET - News Release

Also News Release (C-SKX) Striker Exploration Corp

Mr. Ingram Gillmore of Gear reports

GEAR ENERGY LTD. AND STRIKER EXPLORATION CORP. ANNOUNCE CLOSING OF ARRANGEMENT

Gear Energy Ltd. and Striker Exploration Corp. have completed the combination of the two companies pursuant to the previously announced plan of arrangement. Pursuant to the arrangement, shareholders of Striker received 2.325 Gear common shares for each Striker common share. As a result, Gear has approximately 190.5 million Gear shares outstanding, with existing Gear shareholders holding approximately 60 per cent of such Gear shares and former Striker shareholders holding approximately 40 per cent of such Gear shares. Pursuant to the arrangement, Gear also assumed Striker's net debt of approximately $9-million, after taking into account expected Striker transaction costs.

Concurrent with the closing of the arrangement, Gear entered into a credit agreement for new $50-million senior secured revolving credit facilities with a syndicate of lenders, with approximately $33-million drawn on such facilities, net of cash on hand, as at the date hereof. Striker's credit facility and Gear's former credit facility have been repaid in full and terminated in connection with the closing of the arrangement.

Upon completion of the arrangement, three existing members of Striker's board of directors (Neil Roszell, president and chief executive officer of Raging River Exploration Inc.; John O'Connell, chairman and chief executive officer of Davis-Rea Ltd.; and Kevin Olson, president of Kyklopes Capital Management Ltd.) have been appointed to the board of directors of Gear. Additionally, in connection with the completion of the arrangement, Greg Bay, president of Cypress Capital Management Ltd., has retired from the Gear board. Mr. Bay has served on the Gear board since 2013. The Gear board and management would like to thank Mr. Bay for his valuable contributions to the Gear board and for his continued support of Gear.

As part of the arrangement, Gear and Striker were amalgamated and continued under the name Gear Energy Ltd., and the Striker shares will be delisted from the TSX Venture Exchange on or about July 29, 2016.

Peters & Co. Ltd. acted as financial adviser to Gear and FirstEnergy Capital Corp. acted as financial adviser to Striker with respect to the arrangement.

Shareholders whose Striker shares are held by a broker, agent or other intermediary should contact their broker or agent in respect of the exchange of their Striker shares pursuant to the arrangement. Registered holders of Striker shares must deposit their certificates with a duly completed letter of transmittal in order to receive their Gear shares, as set forth in the joint management information circular of Gear and Striker dated June 27, 2016. Certificates formerly representing Striker shares now represent only the right to receive Gear shares to which the holders thereof are entitled pursuant to the arrangement.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.