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CALGARY, Aug. 14, 2017 /CNW/ - Ironhorse Oil & Gas
Inc. ("Ironhorse") (TSXV:IOG) and Pond Technologies
Inc. ("Pond") are pleased to announce that they have
entered into an arms-length non-binding letter of intent dated
August 14, 2017 pursuant to which
Ironhorse and Pond propose to complete a business combination by
way of take-over bid (the "Proposed Transaction"). Pursuant
to the Proposed Transaction, Ironhorse will offer to purchase all
of the common shares of Pond ("Pond Shares") in exchange for
common shares of Ironhorse ("Ironhorse Shares") issued from
treasury. Holders of Pond Shares will receive 6.9 Ironhorse Shares
for each 1 Pond Share held resulting in the issuance of
approximately 79,289,591 Ironhorse Shares at a deemed issued price
of $0.29 per Ironhorse Share for
aggregate ascribed value of approximately $23 million. The Proposed Transaction will
constitute a reverse-takeover and change of business of Ironhorse
pursuant to the policies of the TSX Venture Exchange (the
"TSXV") and is subject to the acceptance of the TSXV and the
approval of the holders of Ironhorse Shares.
Following the completion of the Proposed Transaction, the
resulting issuer (the "Resulting Issuer") is expected to
carry on the business of Pond in the carbon capture segment of the
industrial sciences industry, which is described below.
As a condition to the completion of the Proposed Transaction,
Pond will also complete a brokered private placement of
subscription receipts (the "Subscription Receipts") on a
commercially reasonable efforts agency basis for minimum aggregate
gross proceeds of $7,000,000 (the
"Financing"). Net proceeds are expected to be used to
fund the Resulting Issuer's program to commercialize its technology
following completion of the Proposed Transaction and for general
corporate purposes.
About Ironhorse
Ironhorse is a Calgary-based
junior oil and natural gas production company trading on the TSXV
under the symbol "IOG". Ironhorse owns a working interest in
a producing oil and gas property in Alberta.
About Pond
Located in Markham, Ontario,
and continued under the laws of the province of Ontario, Pond is a private company that has
developed a proprietary system to transform carbon dioxide into
bio-products. Pond works with the cement, steel, oil and gas and
power generation industries to reduce emissions. Pond has three
pilot installations in Ontario and
has granted and pending patents in the USA, Europe,
China and Taiwan and patents pending in other
jurisdictions including Canada.
Pond's platform technology also produces algae superfoods for
the nutraceutical and food additive markets. Pond's productive
system can grow many species of algae, including strains that
produce anti-oxidants, omega-3 fatty acids, and protein for human
and animal consumption.
The Proposed Transaction
Pursuant to the Proposed Transaction:
(i)
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subject to the terms
of the definitive agreement (the "Definitive Agreement") to
be negotiated and entered into between Ironhorse and Pond,
Ironhorse will make a take-over bid to the holders of Pond Shares
and each holder who tenders his, hers or its Pond Shares to such
take-over bid shall receive 6.9 Ironhorse Shares for each Pond
Share held by such shareholder;
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(ii)
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Ironhorse shall
acquire all of the issued and outstanding Pond Shares;
and
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(iii)
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Pond will continue as
a wholly-owned subsidiary of Ironhorse.
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Completion of the Proposed Transaction is subject to the
completion of a number of conditions, including, but not limited
to: (i) completion of the Financing for minimum gross proceeds of
$7 million; (ii) negotiation and
execution of the Definitive Agreement; (iii) all conditions under
the Definitive Agreement having been satisfied or waived; (iv)
receipt of Exchange conditional approval for the Proposed
Transaction and the issuance of Ironhorse Shares pursuant to the
Proposed Transaction; (v) receipt of all required shareholder,
regulatory, governmental and third party approvals, including the
approval of the holders of Ironhorse Shares; and (vi) deposit of
all of the Pond Shares to the take-over bid made by Ironhorse.
The Ironhorse Shares will be halted until the Proposed
Transaction has closed.
Additional Information
Additional information regarding Ironhorse is available on SEDAR
and Ironhorse's website at www.ihorse.ca.
Additional information regarding the Proposed Transaction, the
Financing and Pond, including the proposed management team and
board of directors of the Resulting Issuer, will be made publicly
available by Ironhorse and Pond in due course.
Pond will apply to the TSXV for an exemption from the
sponsorship requirements in connection with the Pond Acquisition.
There is no assurance that such exemption will be granted.
Reader Advisory
Completion of the Proposed Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance. Where
applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of Ironhorse should be considered highly
speculative.
This press release is not an offer of the securities for sale in
the United States. The securities
have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved of the contents of this press release.
Neither the TSXV nor its regulation services provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this press release contains forward looking statements
and information concerning the Proposed Transaction, the Financing,
the expected business of the Resulting Issuer, the negotiation and
execution of the Definitive Agreement and the timing thereof and
the application to the TSXV in respect of the Proposed Transaction.
The forward-looking statements and information are based on certain
key expectations and assumptions made by Ironhorse, including
expectations and assumptions concerning Ironhorse, Pond, the
Resulting Issuer, the Financing and the Proposed Transaction, the
negotiation of the Financing on satisfactory terms, the timely
receipt of all required securityholder, TSXV and regulatory
approvals and the satisfaction of other closing conditions in
accordance with the terms of the Definitive Agreement. Although
Ironhorse believes that the expectations and assumptions on which
such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the forward
looking statements and information because Ironhorse can give no
assurance that they will prove to be correct. By its nature, such
forward-looking information is subject to various risks and
uncertainties, which could cause the actual results and
expectations to differ materially from the anticipated results or
expectations expressed. These risks and uncertainties, include, but
are not limited to, the results of the due diligence review on
either Ironhorse or Pond by the other are less than satisfactory,
the failure to complete the Financing on satisfactory terms or the
parties are unable to obtain the required TSXV and shareholder
approvals. Readers are cautioned not to place undue reliance on
this forward-looking information, which is given as of the date
hereof, and to not use such forward-looking information for
anything other than its intended purpose. Ironhorse undertakes no
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by law.
SOURCE Ironhorse Oil & Gas Inc.