/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
CALGARY, July 19, 2017 /CNW/ - Manitok Energy Inc.
("Manitok") (TSXV: MEI) and Questfire Energy Corp.
("Questfire") (TSXV: Q.A) are pleased to announce that
further to their previously announced acquisition by Manitok of all
the issued and outstanding common shares of Questfire (the
"Questfire Shares") pursuant to a plan of arrangement under
the Business Corporations Act (Alberta) (the "Acquisition") on
July 7, 2017, Questfire has been
granted an interim order authorizing, among other things, the
holding of an annual and special meeting (the "Questfire
Meeting") of the holders of Questfire Shares ("Questfire
Shareholders") at which Questfire Meeting the Questfire
Shareholders will be asked, among other things, to approve the
Acquisition.
The Questfire Meeting is scheduled to be held at the Livingston
Place, West Tower, Suite 1000, 250 - 2nd Street SW, Calgary, Alberta on Tuesday, August 15, 2017 at 10:00 a.m. (Calgary time). The record date for the
Questfire Meeting has been set at July 4,
2017.
The management information circular of Questfire (the
"Information Circular") that will be filed and delivered to
Questfire Shareholders in connection with the Questfire Meeting
will contain information respecting the procedures for voting, as
well as detailed information respecting the Acquisition, including
the background and the anticipated impact of this transaction.
Questfire anticipates that it will mail the Information Circular on
or about July 20, 2017 and it will
also make the Information Circular available on Questfire's website
at www.questfire.ca and under Questfire's profile on SEDAR at
www.sedar.com.
If the Acquisition receives the necessary approvals, Questfire
intends to return to the Alberta
Court of Queen's Bench (the "Court") on August 21, 2017 at 2:00
p.m. (Calgary time), or
such other time and/or date as the Court will advise, to request
that the Court grant a final order in respect of the Acquisition.
Closing of the Acquisition is anticipated to occur on or about
August 22, 2017. Closing will be
subject to receipt of the Questfire Shareholder approval plus all
required Court and regulatory approvals, and as previously
announced will be subject to Manitok obtaining, from a syndicate of
lenders, a new $132.2 million credit
facility consisting of $117.2 million
senior secured term facility with a $15.0
million delayed draw acquisition facility (the "Credit
Facility") to finance the Acquisition. Manitok intends to close
the Credit Facility concurrently with the Acquisition.
Readers are urged to consult Manitok and Questfire's joint
press releases issued on July 7, 2017
for further details respecting the Acquisition and the Credit
Facility.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy any securities nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities
issued pursuant to the Acquisition and/or the financing described
herein may not be offered or sold in the
United States absent registration or applicable exemption
from the registration requirements.
Forward-looking Information Cautionary
Statement
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
terms of the Acquisition and the Credit Facility and the timing and
completion of the Acquisition and the Credit Facility and the
timing of the mailing of the Information Circular.
The forward-looking statements in this press release are
based on certain key expectations and assumptions made by Manitok
and Questfire, including expectations and assumptions concerning
the prevailing market conditions, the intentions of their lenders,
commodity prices, and the availability of capital.
Although Manitok and Questfire believe that the expectations
and assumptions on which the forward-looking statements are based
are reasonable, undue reliance should not be placed on the
forward-looking statements because Manitok and Questfire can give
no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include,
but are not limited to, risks associated with adverse market
conditions, the inability of Manitok or Questfire to complete the
Acquisition at all or on the terms announced, not obtaining the
required court, shareholder and regulatory approvals, a lender not
approving the amendment to a credit facility and the risks
associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserves estimates; the uncertainty of estimates and projections
relating to production, costs and expenses; and health, safety and
environmental risks), uncertainty as to the availability of labour
and services, commodity price and exchange rate fluctuations,
unexpected adverse weather conditions, general business, economic,
competitive, political and social uncertainties, capital market
conditions and market prices for securities and changes to existing
laws and regulations. More information about certain of these risks
are set out in the documents filed from time to time with the
Canadian securities regulatory authorities, available on Manitok's
and Questfire's SEDAR profiles at www.sedar.com.
Forward-looking statements are based on estimates and
opinions of management of Manitok and Questfire at the time the
statements are presented. Manitok and Questfire may, as considered
necessary in the circumstances, update or revise such
forward-looking statements, whether as a result of new information,
future events or otherwise, but Manitok and Questfire undertake no
obligation to update or revise any forward-looking statements,
except as required by applicable securities laws.
The estimates of reserves and future net revenue for
individual properties may not reflect the same confidence level as
estimates of reserves and future net revenue for all properties,
due to the effects of aggregation.
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.
SOURCE Manitok Energy Inc.