01:12:48 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



Lions Gate Energy Inc
Symbol LG
Shares Issued 29,334,752
Close 2014-11-26 C$ 0.03
Market Cap C$ 880,043
Recent Sedar Documents

ORIGINAL: Lions Gate Energy plans one-for-six share rollback

2014-11-28 21:39 ET - News Release

Received by email:

File: LG_NR_14_02.pdf

               LIONS GATE ENERGY INC.
                Suite 610 � 1100 Melville Street, Vancouver, British Columbia V6E 4A6


Telephone: 604-669-6463                                                           TSX Venture Exchange
Facsimile: 604-669-3041                                                           Trading Symbol: "LG"
Toll Free: 1-800-663-9688

                                          News Release � 14-02

                Lions Gate Energy Inc. Announces a Proposed Share Consolidation,
                   Shares for Debt Transaction and Advanced Notice Provisions


November 28, 2014

Share Consolidation

Vancouver, BC -- Lions Gate Energy Inc. ("Lions Gate" or the "Company") (TSXV: LG) announces
that it proposes to consolidate its share capital on a six (old) for one (new) share basis (the
"Consolidation"). The Company will seek the approval of its shareholders at its annual general meeting
to be held on December 15, 2014 (the "Meeting"). The proposed consolidation will be undertaken after
shareholder approval has been received. As at the record date, the authorized share capital of the
Company consists of an unlimited number of common shares (the "Common Shares") of which
29,334,752 are issued and outstanding. If the Consolidation is approved and implemented, the Company
would have approximately 4,889,125 issued and outstanding Common Shares. The Company anticipates
that it will change its name and stock symbol upon completion of the proposed consolidation. The Board
of Directors of the Company (the "Board") believes that an amendment to the Company's share structure
will be favorable to assist in attracting additional equity investment in the Company and possible property
acquisitions. The consolidation is subject to receipt of all necessary regulatory approvals, including TSX
Venture Exchange (the "Exchange"), as well as shareholder approval with respect to the proposed
consolidation.

Shares for Debt Transaction

The Company also announces that it proposes to enter into debt settlement agreements with certain of its
creditors pursuant to which the Company will issue an aggregate of up to 2,734,542 Common Shares at a
deemed price of $0.18 (as at today's date) per Common Share (subject to further adjustment in
accordance with Exchange policies). The Company`s choice to settle outstanding indebtedness with
Common Shares is part of its plans to move the Company forward and in order to preserve its funds for
operations. The issuance of Common Shares is subject to the approval by the Exchange and subject to a
4-month hold period. The Company would issue the Common Shares once the issuance has been
approved by the Exchange. As a result of the debt settlement, J. Frank Callaghan, President and CEO of
the Company and Standard Drilling & Engineering Ltd. ("Standard Drilling"), a company wholly-
owned by Mr. Callaghan, will receive approximately up to $492,217.58 in Common Shares, which
represents amounts owed by the Company to Mr. Callaghan in management consulting fees, outstanding
cash advances and accounts payable to Standard Drilling. The issuance of the Common Shares would
result in Mr. Callaghan directly or indirectly, beneficially owning or controlling more than 20% of the
 outstanding Common Shares and becoming a new "Control Person" as defined by the policies of the
Exchange. Assuming the up to 2,734,542 Common Shares are issued to Mr. Callaghan, Mr. Callaghan's
Common Shares position would be up to 47.48% on an undiluted basis and up to 64.42% on a diluted
basis. As such, the debt settlement transaction is subject to receipt of disinterested shareholder approval
and approval by the Exchange. The Common Shares issuable pursuant to the debt settlement transaction
will be subject to a 4-month hold period.

The Company is also seeking to negotiate debt settlement arrangements with other creditors, the total
amount of which is yet to be determined. A further news release with more additional information will be
issued upon Exchange approval.

Advance Notice Provisions

The Company also announces that it proposing the amendment of the Company's Articles to implement
advance notice provisions (the "Advance Notice Provisions") for the nomination of directors. The
purpose of the Advance Notice Provisions is to provide shareholders, directors and management of Lions
Gate with a clear framework for nominating directors of the Company. Lions Gate is committed to:
(i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process;
(ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient
information regarding all director nominees; and (iii) allowing shareholders to register an informed vote
after having been afforded reasonable time for appropriate deliberation. The Advance Notice Provisions
are intended to further these objectives.

The Advance Notice Provisions, among other things, include a provision that requires advance notice to
the Company in certain circumstances where nominations of persons for election to the Board are made
by shareholders of the Company. The Advance Notice Provisions fix a deadline by which director
nominations must be submitted to the Company prior to any annual or special meeting of shareholders
and sets forth the information that must be included in the notice to the Company. No person will be
eligible for election as a director of Lions Gate unless nominated in accordance with the Advance Notice
Provisions. In the case of an annual meeting of shareholders, notice to the Company must be made not
less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however,
that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on
which the first public announcement of the date of the annual meeting was made, notice may be made not
later than the close of business on the 10th day following such public announcement. In the case of a
special meeting of shareholders called for the purpose of electing directors (whether or not called for
other purposes), notice to the Company must be made not later than the close of business on the 15th day
following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provisions will be effective upon confirmation by the Company's shareholders and
are subject to receipt of Exchange approval. The Company will ask its shareholders to pass an ordinary
resolution to confirm the alteration of the Company's Articles at its upcoming Annual General Meeting
on December 15, 2014. In the event the Company's shareholders do not confirm the addition of the
Advance Notice Provisions to the Company's Articles, the Company's Articles will remain unchanged.
 For further information please contact:

Lions Gate Energy Inc.

"J. Frank Callaghan"

J. Frank Callaghan,
President, & CEO
Tel:    604 669-6463

This press release contains "forward-looking information" within the meaning of applicable Canadian
securities laws. All statements, other than statements of historical fact, included herein, including
statements regarding the proposed share consolidation and seeking shareholder approval therefor, the
proposed shares for debt settlement transactions and seeking shareholder approval for the creation of a
new control person, seeking shareholder approval of the alteration of the Company's Articles, are
forward-looking information. Forward-looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their
nature, refer to future events. Although the Company believes that such statements are reasonable, there
can be no assurance that such statements will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements. The Company cautions investors that
any forward-looking information disclosed by the Company is not a guarantee of future performance, and
that actual results may differ materially from those in forward-looking information. Accordingly, readers
should not place undue reliance on forward-looking information. Except as required under applicable
securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking
information.

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
release.
 


© 2024 Canjex Publishing Ltd. All rights reserved.