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Primeline joint official liquidators appointed

2024-10-03 17:28 ET - News Release

Mr. Simon Conway of PwC reports

PRIMELINE ENERGY HOLDINGS INC. - NOTICE OF APPOINTMENT OF JOINT OFFICIAL LIQUIDATORS

Primeline Energy Holdings Inc. (in official liquidation), with the NEX board of the TSX Venture Exchange, has been placed into official liquidation in the Cayman Islands.

By order of the Grand Court of the Cayman Islands, made on Sept. 18, 2024, the company, with registration No. 59165, whose registered office was situated at Ugland House, Grand Cayman, KY1-1104, Cayman Islands, was ordered to be wound up in accordance with the Cayman Islands Companies Act.

Simon Richard Conway of PwC Corporate Finance & Recovery (Cayman) Ltd. and Man Chun So of PricewaterhouseCoopers Ltd. have been appointed as joint official liquidators of the company.

Subsequently, the registered office of the company has been changed to PO box 258, 18 Forum Lane, Grand Cayman, KY1-1104.

From the date of liquidation, the executive authority of the directors has ceased, and the joint official liquidators have sole responsibility for the conduct of the company's affairs to the exclusion of all other persons. As such, the directors have no authority to issue, or act on, any instructions in relation to the affairs of the company without prior approval in writing from one of the JOLs.

Trading of the shares in the company has been suspended on the TSX Venture Exchange as of Sept. 4, 2020, following a cease trade order issued by the B.C. Securities Commission and the Ontario Securities Commission.

It should further be noted that, pursuant to Section 99 of the Cayman Islands Companies Act 2022 and Order 19, Rule 4, of the Cayman Islands Companies Winding Up Rules 2018, acquisitions and disposals of the shares in a company subject to a windup order are only permissible subject to the provision of a validation order from the Cayman Islands Court, on request of a company's liquidators. Consequently, by virtue of the joint official liquidators' appointment, no acquisition or disposal of the company's shares on the TSX-V, from Sept. 18, 2024, will be considered valid, unless otherwise agreed to by the joint official liquidators and subsequently, sanctioned by Cayman Islands Court.

The joint official liquidators advise that they are in the process of investigating the company's financial position and are not currently able to comment on its future prospects.

Further disclosures will be made in due course; however, it should be noted that the liquidation of the company represents a formal insolvency process and that, pursuant to Cayman Islands law, ordinary equityholders rank behind unsecured creditors in the statutory priority of payments, in the event that distributable assets are recovered.

The joint official liquidators further advise that, due to the company's insolvency, they have been informed by the TSX-V that the shares will be delisted from the exchange within approximately 30 days.

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