Crew Energy Inc. Announces Overwhelming Shareholder Approval for its Strategic Transaction With Tourmaline Oil Corp.
October 01 2024 - 10:16AM
Crew Energy Inc. (TSX: CR; OTCQB: CWEGF) ("
Crew"
or the "
Company") is pleased to announce that at
its special meeting (the "
Meeting") of the holders
(the "
Crew Shareholders") of
common shares of Crew (the "
Crew Shares") held
this morning, the Crew Shareholders passed a special resolution
(the "
Arrangement Resolution") approving the
previously announced plan of arrangement under Section 193 of the
Business Corporations Act (Alberta) pursuant to which each Crew
Shareholder will transfer their Crew Shares to Tourmaline Oil Corp.
("
Tourmaline") in exchange for 0.114802 of a
common share of Tourmaline for each one (1) Crew Share held (the
"
Arrangement").
The Arrangement Resolution was required to be
approved by: (a) at least 662/3 of the votes cast by Crew
Shareholders present in person or represented by proxy at the
Meeting; and (b) a simple majority of the votes cast by Crew
Shareholders present in person or represented by proxy at the
Meeting after excluding the votes cast by persons whose votes may
not be included in determining minority approval of a "business
combination" pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"), as further described in the
information circular and proxy statement of the Corporation dated
August 29, 2024 (the "Information Circular").
The Arrangement Resolution was overwhelmingly
approved by 99.9% of the votes cast by Crew Shareholders, and by
99.9% of the votes cast by Crew Shareholders after excluding the
votes cast by persons whose votes may not be included in
determining minority approval of a "business combination" pursuant
to MI 61-101.
The hearing at which the Corporation will seek a
final order from the Court of King's Bench of Alberta (the
"Court") for the Arrangement is scheduled for 2:00
p.m. (Calgary time) today, October 1, 2024. Crew and Tourmaline
have also received the Key Regulatory Approvals, as such term is
defined in the Information Circular. Subject to receipt of the
final order from the Court, the Arrangement is expected to become
effective later today.
For details of the voting results on the sole
matter considered at the Meeting, see Crew's Report of Voting
Results filed pursuant to Section 11.3 of National Instrument
51-102 – Continuous Disclosure Obligations available on Crew's
profile on SEDAR+ at www.sedarplus.ca. The Information Circular is
also available on Crew's profile on SEDAR+ at www.sedarplus.ca and
on Crew's website at https://crewenergy.com/.
ABOUT CREW
Crew is a Canadian liquids-rich natural gas
producer committed to pursuing sustainable per share growth through
financially responsible resource development. The Company's
operations are focused in northeast British Columbia and include a
large contiguous land base with a vast Montney resource. Crew's
liquids-rich natural gas areas of Septimus and West Septimus are
complemented by the inter-connected vast dry-gas resource at
Groundbirch, offering significant development potential over the
long-term. The Company has access to diversified markets with
operated infrastructure and access to multiple pipeline egress
options. Crew adheres to safe and environmentally responsible
operations while remaining committed to sound environmental, social
and governance practices which underpin the Company’s fundamental
business tenets. The Crew Shares are listed for trading on the
Toronto Stock Exchange under the symbol "CR" and
on the OTCQB in the US under ticker "CWEGF".
FOR DETAILED
INFORMATION, PLEASE
CONTACT:
Dale Shwed, President and CEOJohn Leach, Executive Vice President
and CFO |
Phone: (403) 266-2088Email: investor@crewenergy.com |
Forward Looking Information and
Statements
Certain information contained herein may
constitute forward-looking statements and information
(collectively, "forward-looking statements") within the meaning of
applicable securities legislation, that involve known and unknown
risks, assumptions, uncertainties and other factors. Undue reliance
should not be placed on any forward-looking statements.
Forward-looking statements may be identified by words like
"anticipates", "estimates", "expects", "indicates", "forecast",
"intends", "may", "believes", "could", "should", "would", "plans",
"proposed", "potential", "will", "target", "approximate",
"continue", "might", "possible", "predicts", "projects" and similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in
this press release include but are not limited to: satisfaction of
remaining conditions to completion of the Arrangement including,
without limitation, receipt of the final order from the Court and
the expected completion and timing of the Arrangement becoming
effective.
Such statements reflect the current views of
Crew, with respect to future events and are subject to certain
risks, uncertainties and assumptions that could cause results to
differ materially from those expressed in the forward-looking
statements. These risks and uncertainties include but are not
limited to: that Court approval is not obtained and on the
anticipated timing or at all; that the Arrangement is not completed
on the timing anticipated or at all; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the definitive agreement relating to the
Arrangement; the inability to complete the Arrangement due to the
failure to meet the conditions to closing; and other matters.
Readers are cautioned that the foregoing list is not exhaustive of
all possible risks and uncertainties.
With respect to forward-looking statements
contained in this press release, Crew has made assumptions
regarding, among other things: the satisfaction of the conditions
to completion of the Arrangement on the expected timing, including
the timely receipt of the required Court approval; and other
matters. Although Crew believes that the expectations reflected in
the forward-looking statements contained in this press release, and
the assumptions on which such forward-looking statements are made,
are reasonable, there can be no assurance that such expectations
will prove to be correct. Readers are cautioned that the foregoing
list is not an exhaustive list of all assumptions which have been
considered.
The forward-looking statements contained in this
press release speak only as of the date of this press release.
Accordingly, forward-looking statements should not be relied upon
as representing Crew's views as of any subsequent date, and except
as expressly required by applicable securities laws, Crew does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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