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CALGARY, Dec. 15, 2017 /CNW/ - Further to the press
releases of November 21, 2017 and
December 5, 2017, Ironhorse Oil &
Gas Inc. (TSX-V:IOG) ("Ironhorse") and Pond Technologies
Inc. ("Pond") announce that Pond, Ironhorse and its
wholly-owned subsidiary, 2597905 Ontario Inc. ("Newco"),
have entered into a second amending agreement (the "Second
Amending Agreement") further amending the terms of the
amalgamation agreement dated October 4,
2017, as amended on November 16,
2017 (the "Amalgamation Agreement") among Pond,
Ironhorse and Newco providing for the business combination of Pond
and Ironhorse by way of a "three-cornered amalgamation" (the
"Transaction").
Subject to the satisfaction of certain conditions, including
with respect to: (i) confirmation by no later than 5:00 p.m. (EST) on December 19, 2017 of either (A) the 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. (the "CW Loan Amount") to
January 31, 2018, or (B) Pond having
secured bridge financing to satisfy the CW Loan Amount on terms
acceptable to Ironhorse and the TSX Venture Exchange (the
"TSXV") in their sole discretion; and (ii) confirmation by
no later than 5:00 p.m. (EST) on
December 20, 2017 of the availability
of funds to Pond in an amount not less than $250,000 by way of: (A) issuances by Pond of
equity securities at a subscription price not less than
$2.00 per equity security; or (B)
Pond having secured bridge financing in an amount not less than
$250,000 on terms acceptable to
Ironhorse and the TSXV in their sole discretion, the Second
Amending Agreement extends the date by which subscription
agreements for aggregate proceeds of not less than $6,500,000 under Pond's previously announced
concurrent brokered private placement of subscription receipts (the
"Financing") are required to have been obtained from
December 13, 2017 to no later than
5:00 p.m. (EST) on January 24, 2018. Subscribers under the
Financing will be required to have funded by no later than
5:00 p.m. (EST) on January 30, 2018 minimum aggregate gross proceeds
of $6,500,000 and maximum gross
proceeds of $10,000,000 (not
including any over-allotment granted to the agents under the
Financing) into escrow.
As a result of the extension of the timelines in the Second
Amending Agreement relating to the Financing, closing of the
Transaction is now anticipated to occur on or about January 31, 2018.
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, disinterested shareholder approval and completion of
the Financing. Where applicable, the Transaction cannot close
until the required shareholder approvals are obtained. 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 Financing, the
ability of Pond to satisfy the conditions to the Second 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 Financing, the timely receipt of
all required shareholder approvals and the satisfaction of
conditions to the completion of 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 Second
Amending Agreement; 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 Financing; satisfaction or waiver of
all applicable conditions to closing of the Transaction (including
receipt of all necessary shareholder approvals, and 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 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.