/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR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, Nov. 8, 2017 /CNW/ - As announced October 31, 2017, Manitok Energy Inc.
("Manitok" or the "Corporation") (TSXV: MEI) and
Questfire Energy Corp. ("Questfire") (TSXV: Q.A) have
entered into an amending agreement amending the Arrangement
Agreement dated July 5, 2017, as
amended effective September 15, 2017,
between Manitok and Questfire to extend the outside date for
completion of the previously announced plan of arrangement among
Manitok, Questfire and shareholders of Questfire (the
"Arrangement") to November 30,
2017. To progress the Arrangement to closing, Manitok
continues to work on several options to obtain the capital required
to complete the Arrangement, and commence its capital program to
continue its production growth, especially considering the recent
improvement in commodity prices. Manitok has progressed two
alternatives, involving debt alone and equity combined with debt,
to the later stages of completion. Both options are at the
final stages of due diligence and if due diligence is completed
successfully, would require about 14 days to finalize negotiations
and the definitive agreements.
To be prudent, Manitok is also reviewing potential alternatives
to maximize shareholder value by reducing or replacing its current
credit facility through a combination of asset sales and/or new
credit facility. The Corporation will concurrently conduct an asset
sales process of its existing properties to determine the
feasibility of completing such transaction before the end of the
year. In this regard, Manitok has engaged the services of
Raymond James Ltd. to act as advisers in this process.
Manitok's senior lender has agreed to extend its existing demand
credit facility. The interest rate on the Corporation's
credit facility will be increased by 2% to prime plus 6% on
average. The monthly repayment schedule on the credit
facility is $300,000 per month,
payable at the end of each month. The credit facility is subject to
customary review on December 15,
2017.
About Manitok
Manitok is a public oil and gas exploration and development
company focusing on Lithic Glauconitic light oil in southeast
Alberta and Cardium light oil in
west central Alberta. The
Corporation utilizes its expertise, combined with the latest
recovery techniques, to develop the remaining oil and liquids-rich
natural gas pools in its core areas of the Western Canadian
Sedimentary Basin.
Forward-looking Information Cautionary
Statement
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
terms and anticipated completion of the Arrangement, alternative
financing and asset sales process.
The forward-looking statements in this press release are
based on certain key expectations and assumptions made by Manitok,
including expectations and assumptions concerning the prevailing
market conditions, the intentions of its lender, commodity prices,
and the availability of capital.
Although Manitok believes 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 can give no assurance
that it 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
to complete the Arrangement and the alternative financing and asset
sales process at all or on the terms announced, not obtaining the
required court, shareholder and regulatory approvals, a lender not
approving the extension or 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
SEDAR profiles at www.sedar.com.
Forward-looking statements are based on estimates and
opinions of management of Manitok at the time the statements are
presented. Manitok 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 undertakes 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.
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 Arrangement 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.
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.