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CALGARY, Nov. 21, 2017 /CNW/ - Ironhorse Oil & Gas
Inc. (TSX-V:IOG) ("Ironhorse") and Pond Technologies Inc.
("Pond") are pleased to announce the mailing of a joint
management information circular dated November 17, 2017 (the "Circular") in
connection with an annual and special meeting of Ironhorse
shareholders to be held on December 18,
2017 (the "Ironhorse Meeting") and a special meeting
of Pond shareholders to be held on December
15, 2017 (the "Pond Meeting") to Ironhorse
shareholders of record as of November 13,
2017 and Pond shareholders of record as of November 16, 2017. At the Ironhorse
Meeting, Ironhorse shareholders will be asked, among other matters,
to approve Ironhorse's previously announced business combination
with Pond by way of a "three-cornered amalgamation" (the
"Transaction"), a name change of Ironhorse to "Pond
Technologies Holdings Inc." or such other name as is acceptable to
the applicable regulatory authorities and the consolidation of all
of the issued and outstanding common shares of Ironhorse
("Ironhorse Shares") on the basis of 6.9 pre-consolidation
Ironhorse Shares for each one post-consolidation Ironhorse
Share. At the Pond Meeting, Pond shareholders will be asked
to approve the amalgamation (the "Amalgamation") of Pond and
2597905 Ontario Inc. ("Newco"), a wholly-owned subsidiary of
Ironhorse, under the provisions of the Business Corporations
Act (Ontario) to form a new
amalgamated company ("Amalco"). Upon the completion of
the Transaction, Amalco will be a wholly-owned subsidiary of
Ironhorse. A copy of the Circular is available under
Ironhorse's issuer profile on SEDAR at www.sedar.com.
The TSX Venture Exchange (the "TSXV") has conditionally
accepted the Transaction, which will constitute a reverse takeover
and change of business of Ironhorse pursuant to the TSXV's
policies, subject to Ironhorse fulfilling all of the requirements
of the TSXV. Trading of Ironhorse Shares on the TSXV is
expected to resume on or about November
23, 2017.
Closing of the Transaction is anticipated to occur on or about
December 19, 2017.
Financing
Concurrently with and as a condition of the Transaction, Pond
will complete a brokered private placement (the "Financing")
of a minimum of 2,708,333 subscription receipts ("Subscription
Receipts") and a maximum of 4,166,666 Subscription Receipts at
a price of $2.40 per Subscription
Receipt for aggregate gross proceeds of a minimum of $6,500,000 and a maximum of $10,000,000 (subject to the exercise, if any, of
an over-allotment option granted to the Agents (as defined below)
to issue and sell up to an additional 15% of the aggregate number
of Subscription Receipts sold under the Financing, which, if
exercised, would result in the issuance of a maximum of up to
4,791,666 Subscription Receipts for aggregate gross proceeds of up
to $11,500,000).
Industrial Alliance Securities Inc. and Hampton Securities
Limited (collectively, the "Agents") have been engaged by
Pond to complete the Financing on a best-efforts agency
basis. A commission of 8% of the aggregate gross proceeds
under the Financing (excluding up to $5,000,000 of proceeds raised, if any, from
certain identified potential subscribers) and a work fee in the
amount of $35,000 plus HST and any
expenses incurred by the Agents is payable to the Agents by
Pond. In addition, Pond will issue Pond Share purchase
warrants ("Pond Agent Warrants") to the Agents equal to 8%
of the aggregate number of Subscription Receipts sold pursuant to
the Financing, each of which shall be exchanged for replacement
post-consolidation Ironhorse Share purchase warrants upon the
completion of the Transaction. Each such warrant will entitle
the holder thereof to purchase one post-consolidation Ironhorse
Share at a price of $2.40 at any time
prior to the date that is 24 months from the closing date of the
Financing, which is anticipated to occur on or about December 19, 2017.
Each Subscription Receipt will be automatically exchangeable
for, without additional payment or further action on the part of
the holder thereof, into one Pond common share (a "Pond
Share") upon the completion of the Transaction provided that
the date of completion of the Transaction is not later than
January 31, 2018, failing which the
subscription funds will be returned to the subscribers. Upon
the completion of the Transaction, each Pond Share will be
exchanged for one Ironhorse Share (on a post-consolidation
basis).
The net proceeds of the Financing are expected to be used to
fund Amalco's program to commercialize its technology following
completion of the Transaction and for general corporate
purposes.
Amendment to Amalgamation Agreement
On November 16, 2017, Pond,
Ironhorse and Newco entered into an amending agreement (the
"Amending Agreement") with respect to the amalgamation
agreement dated October 4, 2017 among
Pond, Ironhorse and Newco (the "Amalgamation
Agreement"). The Amending Agreement provides for, among
other things, the reduction of the maximum size of the Financing
from $15,000,000 to $10,000,000 and
the treatment of certain unit purchase warrants of Pond held by the
Agents and the Pond Agent Warrants upon the completion of the
Transaction.
About Ironhorse and Pond
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.
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 greenhouse gas
emissions. Pond has 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 includes 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.
Reader Advisory
The TSXV conditionally accepted the Transaction on November 16, 2017. Completion of the
Transaction is subject to a number of conditions, including but not
limited to, disinterested shareholder approval and completion of
the Financing. Where applicable, the Transaction cannot close
until the required shareholder approvals are obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
Circular, 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.
The TSXV has in no way passed upon the merits of the proposed
Transaction and neither has approved nor disapproved the contents
of this press 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 Transaction, the Financing, the
resumption of trading of Ironhorse Shares on the TSXV, the timing
and ability of Ironhorse and Pond to satisfy the other conditions
to the completion of the Transaction and the Financing, the use of
proceeds of the Financing and the closing of the Transaction and
the Financing.
The forward-looking statements and information are based on
certain key expectations and assumptions made by Ironhorse and
Pond, including expectations and assumptions concerning Ironhorse,
Newco, Pond, Amalco, the Transaction, the Financing, the timely
receipt of all required shareholder approvals and the satisfaction
of conditions to the completion of the Transaction and the
Financing. Although Ironhorse and Pond believe 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 and Pond 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,
risks related to the following: the Transaction or the Financing
may not be completed as currently proposed or at all; the gross
proceeds to be raised in connection with the Financing;
satisfaction or waiver of all applicable conditions to closing of
the Transaction (including receipt of all necessary shareholder
approvals, and the absence of material changes with respect to the
parties and their respective businesses, all as more particularly
set forth in the Amalgamation Agreement, as amended) and the
Financing; the anticipated benefits expected from the Transaction
not being realized; delays in the timing of the Transaction and the
Financing; fluctuations in general macroeconomic conditions;
fluctuations in securities markets and the market price of
Ironhorse Shares; fluctuations in currency markets (such as the
Canadian dollar to United States
dollar exchange rate); change in national and local government,
legislation, taxation, controls, regulations and political or
economic developments; and availability of financing. 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. Neither Ironhorse nor Pond undertake any
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.
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. No stock exchange, securities commission
or other regulatory authority has approved or disapproved of the
information contained herein.
SOURCE Ironhorse Oil & Gas Inc.