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Quendale Capital Corp. Enters into Amalgamation Agreement for Qualifying Transaction with Prairie Storm Energy Corp.
Vancouver, British Columbia–(Newsfile Corp. – November 17, 2020) – Quendale Capital Corp. (TSXV: QOC.P) (“Quendale“), a capital pool company under TSX Venture Exchange (the “TSXV“) Policy 2.4 (the “CPC Policy“), is pleased to announce that it has entered into an amalgamation agreement dated November 16, 2020 (the “Amalgamation Agreement“), with a wholly-owned subsidiary of Quendale (“Quendale Subco“) and Prairie Storm Energy Corp. (“Prairie Storm“), in furtherance of Quendale’s proposed business combination with Prairie Storm (the “Transaction“), as previously disclosed in the news release of Quendale dated August 31, 2020. A copy of the Amalgamation Agreement and the news release of Quendale dated August 31, 2020 have been filed on Quendale’s SEDAR profile and are available for viewing at www.sedar.com.
It is expected that the Transaction will constitute the “Qualifying Transaction” of Quendale, as such term is defined in the CPC Policy and that upon completion of the Transaction, the Resulting Issuer (as defined below) will meet the Tier 2 listing requirements of the TSXV.
Quendale and Prairie Storm will provide further details in respect of the Transaction in due course and will make available all information and disclosure required pursuant to Section 12.2 of the CPC Policy, including all financial information required by the TSXV. In particular, Quendale and Prairie Storm are working diligently on a filing statement for the Transaction in accordance with the policies of the TSXV.
The Transaction
In connection with the Transaction and pursuant to the terms of the Amalgamation Agreement, on or prior to the Effective Date (as such term is defined in the Amalgamation Agreement):
(a) Quendale shall change its name to “Prairie Storm Resources Corp.”, or such other name as determined by Prairie Storm (the “Resulting Issuer“);
(b) Quendale Subco and Prairie Storm will amalgamate under the Business Corporations Act (Alberta) (the “Amalgamation“) to form a new company (“Amalco“);
(c) each Class A common share of Prairie Storm issued and outstanding (“Prairie Storm Share“) shall be cancelled without any repayment of capital in respect thereof and its holder shall receive 1.883233 fully paid and non-assessable common shares of the Resulting Issuer (the “Resulting Issuer QT Shares“) at a deemed price of $0.28 per Prairie Storm Share;
(d) the Class A common shares of Quendale Subco will be cancelled and replaced by one common share of Amalco (“Amalco Share“) issued to the Resulting Issuer;
(e) in consideration for the issuance of the Resulting Issuer QT Shares to effect the Amalgamation, Amalco will issue to the Resulting Issuer one Amalco Share for each Resulting Issuer QT Share issued in exchange for the Prairie Storm Shares as described above; and
(f) Amalco will be a wholly-owned subsidiary of the Resulting Issuer, with the Resulting Issuer holding all of the issued and outstanding Amalco Shares, and will carry on the business previously carried on by Prairie Storm.
Upon closing of the Transaction, it is anticipated that an aggregate of 147,210,026 common shares of the Resulting Issuer (“Resulting Issuer Shares“) will be issued and outstanding and that: (i) the current Quendale shareholders will hold 3,460,000 Resulting Issuer Shares, representing approximately 2.35% of the outstanding Resulting Issuer Shares; and (ii) the current Prairie Storm shareholders will hold 143,750,026 Resulting Issuer Shares, representing 97.65% of the outstanding Resulting Issuer Shares.
Pursuant to the terms of the Amalgamation Agreement, completion of the Transaction is subject to a number of conditions precedent, including but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the Transaction, obtaining all requisite shareholder and corporate approvals, approvals of all regulatory bodies having jurisdiction in connection with the Transaction and the final approval of the TSXV, including the satisfaction of its initial listing requirements. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading Suspension
The common shares of Quendale are currently suspended from trading and are expected to remain suspended pending completion of the Transaction.
Additional Information
All information contained in this press release with respect to Quendale and Prairie Storm was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and it’s directors and officers have relied on the other party for any information concerning the other party.
Additional terms of the Transaction were previously disclosed in the news release of Quendale dated August 31, 2020 and available under Quendale’s SEDAR profile at www.sedar.com.
For further information:
Quendale Capital Corp.
Richard A. Graham, President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
(604) 488-8717
Prairie Storm Energy Corp.
Hugh G. Ross, President and Chief Executive Officer
(403) 774-2901
Reader Advisory
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is 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 filing statement to be filed and disclosed in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which 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 proposed structure by which the Transaction is to be completed; that the Transaction will constitute a Qualifying Transaction and that upon completion of the Transaction, the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV; the provision of information and disclosure required pursuant to Section 12.2 of the CPC Policy, and the timing and sufficiency thereof; the anticipated receipt of required shareholder, corporate, regulatory and TSXV approvals of the Transaction; and the business, name and function of the Resulting Issuer. Quendale cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Quendale and Prairie Storm, including expectations and assumptions concerning Quendale, Prairie Storm, the Resulting Issuer, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable), the satisfaction of other closing conditions in accordance with the terms of the Amalgamation Agreement, as well as other risks and uncertainties, including those described in Quendale’s final prospectus dated May 10, 2018 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quendale. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Quendale does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/68375