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CALGARY, Dec. 21, 2017 /CNW/ - Ironhorse Oil & Gas
Inc. (TSX-V:IOG) ("Ironhorse") is pleased to announce that
its shareholders have voted at the annual and special meeting of
Ironhorse held on December 18, 2017
(the "Ironhorse Meeting") to approve the previously
announced business combination of Ironhorse and Pond Technologies
Inc. ("Pond") providing for the acquisition of Ironhorse by
Pond Technologies Inc. by way of a "three-cornered amalgamation"
(the "Transaction") on a disinterested basis.
Ironhorse also received shareholder approval for the related share
consolidation and name change of Ironhorse.
Additionally, all annual matters that were put before the
Ironhorse shareholders at the Ironhorse Meeting were approved,
including the re-appointment of Ironhorse's directors (to be
effective until completion of the Transaction, at which time the
Ironhorse board will be reconstituted in the manner described in
the joint management information circular of Ironhorse and Pond
dated November 17, 2017, as
supplemented by the addenda thereto, a copy of which has been filed
on Ironhorse's profile on SEDAR at www.sedar.com) and the
re-appointment of Kenway Mack Slusarchuk Stewart LLP as Ironhorse's
auditors. Ironhorse also received shareholder approval of its
stock option plan, including the amendments thereto.
At the special meeting of the shareholders of Pond held on
December 15, 2017, the shareholders
of Pond voted to approve the amalgamation of Pond with 2597905
Ontario Inc., a wholly-owned subsidiary of Ironhorse
("Newco"), in connection with the completion of the
Transaction.
Pond Update
Further to the press release of December
15, 2017, Pond has obtained an extension of the time for the
repayment of the amounts owing on December
21, 2017 and December 31, 2017
under Pond's loan from Crystal Wealth Management Systems Ltd. to
January 31, 2018.
Pond, Ironhorse and Newco have entered into a further amending
agreement (the "Third Amending Agreement") with respect to
the amalgamation agreement dated October 4,
2017 among Pond, Ironhorse and Newco, as amended on
November 16, 2017 and December 15, 2017 (the "Amalgamation
Agreement") pursuant to which Ironhorse and Newco have agreed
to extend the time for Pond to complete an interim private
placement in an amount not less than $250,000 (the "Interim Private Placement")
to 12:00 p.m. (EST) on December 29, 2017. The Third Amending
Agreement reduces the minimum aggregate gross proceeds of
$6,500,000 and maximum aggregate
gross proceeds of $10,000,000 (not
including any over-allotment option granted to Pond's agents)
required under Pond's previously announced concurrent brokered
private placement of subscription receipts (the "Financing")
by the amount of the aggregate gross proceeds of the Interim
Private Placement, subject to acceptance of the same by the TSX
Venture Exchange (the "TSXV") in its sole discretion,
including confirmation from the TSXV of the satisfaction by the
issuer resulting from the completion of the Transaction of the
minimum working capital listing requirements of the TSXV.
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, completion of the Financing. 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 Interim Private
Placement, including the use of proceeds from the Interim Private
Placement, the Financing, the ability of Pond to satisfy the
conditions to the Third Amending Agreement, 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, the Transaction, the Interim Private Placement, the
Financing and the satisfaction of conditions to the completion of
the Interim Private Placement, 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:
satisfaction of the conditions to the effectiveness of the Third
Amending Agreement; the Interim Private Placement, 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 Interim
Private Placement; the gross proceeds to be raised in connection
with the Financing; satisfaction or waiver of all applicable
conditions to closing of the Interim Private Placement, the
Transaction (including 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 Interim
Private Placement, 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.