Stockwatch

Waroona Energy Inc
Symbol	WHE
Shares Issued	737,979,415
Close 2023-12-12	C$ 0.065
Market Cap	C$ 47,968,662
Recent Sedar+ Documents

Waroona Energy acquired by Frontier Energy

2023-12-14 08:15 ET - News Release

Subject: Waroona Energy Inc. - News Release for Immediate Dissemination PDF Document File: Attachment 2023-12-14 - Waroona-Frontier Closing and Delisting.pdf Announcement 14 December 2023 | TSXV:WHE Waroona Energy Completes Plan of Arrangement Waroona Energy Inc. (TSXV: WHE; OTCQB: WHEFF) ("Waroona" of the "Company") is pleased to announce the completion today of its previously announced plan of arrangement (the "Arrangement") with Frontier Energy Limited (ASX: FHE; OTCQX: FRHYF) ("Frontier") under section 288 of the Business Corporations Act (British Columbia) (the "Transaction"), resulting in Waroona becoming a subsidiary of Frontier. The Arrangement was approved at a special meeting of shareholders of Waroona held on December 8, 2023, followed by the issuance of a final order approving the Arrangement from the Supreme Court of British Columbia on December 13, 2023. Pursuant to the Arrangement, effective December 14, 2023, each holder of a Waroona common share (the "Waroona Shares") will receive 0.2342 of an ordinary share in the capital of Frontier in exchange for each whole Waroona Share held. The Waroona Shares are expected to be delisted from the TSX Venture Exchange and the OTCQB Venture Market at the close of trading on December 15, 2023. The Company will apply to cease to be a reporting issuer in all of the jurisdictions in Canada that the Company is currently a reporting issuer. Further details of the Arrangement are set out in Waroona's management information circular dated November 6, 2023 (the "Circular"), which is available on SEDAR+. Registered shareholders of the Company are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s) or direct registration system advice(s), to Computershare Investor Services Inc. (the "Depositary"), as depositary, in order to receive the consideration they are entitled to under the Transaction. Non-registered shareholders should contact their intermediaries for instructions and assistance in delivering their Waroona Shares and receiving consideration for such Waroona Shares. If any shareholder of the Company has questions with respect to the letter of transmittal, please contact the Depositary, toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. ON BEHALF OF THE BOARD For further information, contact: Tony Wonnacott Chairman +1 416.953.5879 (North America) contact@waroonaenergy.com Website: www.waroonaenergy.com Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 historical fact, are forward-looking statements and include, without limitation, statements about the anticipated delisting of the Waroona Shares from the TSX Venture Exchange and OTCQB Venture Market, and the Company's intention to cease to be a reporting issuer in Canada. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, risks associated with the Arrangement and acquisitions generally and the integration of the businesses of Waroona and Frontier, the uncertainties inherent in the estimated economics of the Company's projects; whether exploration and development of the Company's properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and the availability of personnel; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Company's projects; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements. 2 Word Document File: '\\swfile\EmailIn\20231214 043049 Attachment 2023-12-14 - Waroona-Frontier Closing and Delisting.docx' 1 2 Announcement 14 December 2023 | TSXV:WHE Level 20, 140 St Georges Terrace, Perth, WA, 6000 P +61 8 9200 3428 Waroona Energy Completes Plan of Arrangement Waroona Energy Inc. (TSXV: WHE; OTCQB: WHEFF) ("Waroona" of the "Company") is pleased to announce the completion today of its previously announced plan of arrangement (the "Arrangement") with Frontier Energy Limited (ASX: FHE; OTCQX: FRHYF) ("Frontier") under section 288 of the Business Corporations Act (British Columbia) (the "Transaction"), resulting in Waroona becoming a subsidiary of Frontier. The Arrangement was approved at a special meeting of shareholders of Waroona held on December 8, 2023, followed by the issuance of a final order approving the Arrangement from the Supreme Court of British Columbia on December 13, 2023. Pursuant to the Arrangement, effective December 14, 2023, each holder of a Waroona common share (the "Waroona Shares") will receive 0.2342 of an ordinary share in the capital of Frontier in exchange for each whole Waroona Share held. The Waroona Shares are expected to be delisted from the TSX Venture Exchange and the OTCQB Venture Market at the close of trading on December 15, 2023. The Company will apply to cease to be a reporting issuer in all of the jurisdictions in Canada that the Company is currently a reporting issuer. Further details of the Arrangement are set out in Waroona's management information circular dated November 6, 2023 (the "Circular"), which is available on SEDAR+. Registered shareholders of the Company are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s) or direct registration system advice(s), to Computershare Investor Services Inc. (the "Depositary"), as depositary, in order to receive the consideration they are entitled to under the Transaction. Non-registered shareholders should contact their intermediaries for instructions and assistance in delivering their Waroona Shares and receiving consideration for such Waroona Shares. If any shareholder of the Company has questions with respect to the letter of transmittal, please contact the Depositary, toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. ON BEHALF OF THE BOARD For further information, contact: Tony Wonnacott Chairman +1 416.953.5879 (North America) contact@waroonaenergy.com Website: www.waroonaenergy.com Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the anticipated delisting of the Waroona Shares from the TSX Venture Exchange and OTCQB Venture Market, and the Company's intention to cease to be a reporting issuer in Canada. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, risks associated with the Arrangement and acquisitions generally and the integration of the businesses of Waroona and Frontier, the uncertainties inherent in the estimated economics of the Company's projects; whether exploration and development of the Company's properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and the availability of personnel; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Company's projects; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.