Donnybrook Energy Inc. and Donnycreek Energy Inc. Announce Closing of Arrangement
November 04 2011 - 6:02PM
Marketwired
Donnybrook Energy Inc. ("Donnybrook" or the "Company") (TSX
VENTURE:DEI)(FRANKFURT:C1J) and Donnycreek Energy Inc. ("Newco")
report the closing of their previously announced arrangement (the
"Arrangement") under which Donnybrook has spun-out certain non-core
oil and gas assets to Newco (the "Transferred Assets") by means of
a plan of arrangement pursuant to the Business Corporations Act
(Alberta) (the "Plan of Arrangement").
The Plan of Arrangement was approved by 99.92% of the votes cast
by the shareholders of Donnybrook ("Donnybrook Shareholders") at a
special meeting of Donnybrook Shareholders on November 4, 2011 (the
"Special Meeting") and was also approved by the Court of Queen's
Bench of Alberta. Under the terms of the Plan of Arrangement,
Donnybrook transferred the Transferred Assets to Newco in return
for common shares of Newco ("Newco Shares") and the issuance by
Newco to Donnybrook of a promissory note in the principal amount of
$2,188,342.90 (the "Promissory Note"). Pursuant to the Plan of
Arrangement, Donnybrook Shareholders received 0.025 of a Newco
Share for each common share of Donnybrook outstanding at the
effective time of the Arrangement. For more information about the
Arrangement please refer to Donnybrook's management information
circular dated October 3, 2011.
The directors of Newco are the current directors of Donnybrook,
namely: Malcolm Todd, Murray Scalf, Randy Kwasnicia, David
Patterson, Ken Stephenson and Colin Watt. The officers of Newco are
the current officers of the Company, namely: Malcolm Todd as the
President and Chief Executive Officer of Newco, Robert Todd as the
Chief Financial Officer of Newco and Murray Scalf as the Vice
President of Business Development of Newco.
In connection with the Arrangement, Newco issued 6,486,477 Newco
Shares pursuant to a private placement offering at a purchase price
per share of $0.37 for aggregate gross proceeds of approximately
$2.4 million (the "Private Placement"). Certain directors and
officers of the Company were among the participants in the Private
Placement. The Private Placement was approved at the Special
Meeting by a majority of the disinterested shareholders. The
proceeds of the Private Placement will be used to repay the
Promissory Note and to provide Newco with additional working
capital. Newco Shares issued pursuant to the Private Placement will
be subject to a hold period until March 5, 2012.
The common shares of Donnybrook will continue to trade on the
TSX Venture Exchange ("TSXV") under the symbol "DEI". Newco
anticipates that the Newco Shares will be listed on the TSXV under
the symbol "DCK" on November 9, 2011. As of the date hereof, there
are 10,782,372 Newco Shares issued and outstanding.
Further information relating to the Company is also available on
its website at www.donnybrookenergy.ca.
ON BEHALF OF THE BOARD OF DONNYBROOK ENERGY INC. AND ON BEHALF
OF THE BOARD OF DONNYCREEK ENERGY INC.
Malcolm F.W. Todd, Chief Executive Officer
FORWARD-LOOKING STATEMENTS
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements"), including statements with respect to the listing of
the Newco Shares on the TSXV. By their nature, forward-looking
statements are subject to numerous risks and uncertainties, some of
which are beyond Donnybrook's control, including the tax
consequences of the Arrangement, the impact of general economic
conditions, industry conditions, volatility of commodity prices,
currency fluctuations, imprecision of reserve estimates,
environmental risks, operational risks in exploration and
development, competition from other industry participants, the lack
of availability of qualified personnel or management, stock market
volatility and the ability to access sufficient capital from
internal and external sources. Although Donnybrook believes that
the expectations in our forward-looking statements are reasonable,
our forward-looking statements have been based on factors and
assumptions concerning future events which may prove to be
inaccurate. Those factors and assumptions are based upon currently
available information. Such statements are subject to known and
unknown risks, uncertainties and other factors that could influence
actual results or events and cause actual results or events to
differ materially from those stated, anticipated or implied in the
forward looking information. As such, readers are cautioned not to
place undue reliance on the forward looking information, as no
assurance can be provided as to future results, levels of activity
or achievements. The risks, uncertainties, material assumptions and
other factors that could affect actual results are discussed in our
management's discussion and analysis and other documents available
at www.sedar.com. Furthermore, the forward-looking statements
contained in this document are made as of the date of this document
and, except as required by applicable law, Donnybrook does not
undertake any obligation to publicly update or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking
statements contained in this document are expressly qualified by
this cautionary statement.
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 news release.
Contacts: Donnybrook Energy Inc. and Donnycreek Energy Inc.
Malcolm Todd President and Chief Executive Officer (604) 684-2356
(604) 684-4265
(FAX)info@donnybrookenergy.cawww.donnybrookenergy.ca