NOT FOR DISSEMINATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
VANCOUVER, British Columbia, Aug. 22, 2019 (GLOBE NEWSWIRE) -- Lund Enterprises Corp. (TSXV: LEN), (the "Company" or "Lund") is pleased to announce that, further to its press releases dated February 28, 2019 whereby the Company announced it had entered into a definitive share exchange agreement with 1163631 B.C. Ltd. ("Reconnaissance") and each of the shareholders of Reconnaissance ("Reconnaissance Shareholders") pursuant to which Lund will acquire all of the issued and outstanding shares in the capital of Reconnaissance from the Reconnaissance Shareholders (the "RTO Transaction"), the Company has received subscriptions for an aggregate of $3,404,656 pursuant to its previously announced non-brokered private placement (the "Concurrent Financing") of units ("Units") at a price of $0.20 per Unit, satisfying the minimum financing condition of $3.3 million required to complete the RTO Transaction. Each Unit consists of one common share and one common share purchase warrant of the Company, with each warrant exercisable into one common share at an exercise price of $0.50 per share for a period of 60 months from the closing date of the RTO Transaction. Closing of the Concurrent Financing is conditional on the completion of the RTO Transaction.
Lund and Reconnaissance have satisfied a number of the requisite conditions to complete the RTO Transaction and continue to work diligently to satisfy the other remaining outstanding closing conditions. As disclosed in the Company's press release dated March 29, 2019, shareholders of the Company approved the RTO Transaction at the annual general and special meeting of shareholders held on March 29, 2019, including (i) the consolidation of the outstanding Lund shares on the basis of two pre-consolidation common shares to one post-consolidation common share of the Company; and (ii) the name change of the Company from "Lund Enterprises Corp." to "Reconnaissance Energy Africa Ltd." (the "Resulting Issuer"). As of the date hereof, Reconnaissance has completed its previously disclosed internal reorganization with a group of related companies (the "ROG Corporate Reorganization"). On August 2, 2019, the TSX Venture Exchange ("TSXV") granted the Company with an extension until August 30, 2019 to fulfill all of the requirements of the TSXV and complete the RTO Transaction. The Company expects to make an application for final approval of the RTO Transaction with the TSXV in the coming days.
As of the date hereof, the parties anticipate that completion of the RTO Transaction will take place on or before August 30, 2019.
Certain directors and officers of the Company are participants in the Concurrent Financing. Accordingly, participation by these insiders of the Company in the Concurrent Financing constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101, as no securities of the Company are listed on a specified market for purposes of MI 61-101. The Company is exempt from the minority shareholder approval requirement of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101 as neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities, insofar as the transaction involves interested parties, exceeds $2,500,000, the Company has one or more independent directors in respect of the transaction who are not employees of the Company and at least two-thirds of the independent directors approved the transaction.
To the knowledge of the prospective directors and officers of the Resulting Issuer, upon completion of the RTO Transaction and the Concurrent Financing, no person or company will beneficially own, or control or direct, directly or indirectly, common shares of the Resulting Issuer carrying in excess of 10% of the voting rights attached to all outstanding common shares of the Resulting Issuer (on an undiluted basis) other than Craig Steinke (16.7%), David Elliott (11.6%) and Nancy Burke (10.6%).
Trading in the common shares of Lund remains halted in accordance with TSXV Policy 5.2, and it is expected that the common shares will remain halted until completion of the RTO Transaction. Provided the RTO Transaction is completed, the Resulting will be listed as a Tier 2 oil and gas issuer on the TSXV and is expected to resume trading under the symbol "RECO".
For further details with respect to the RTO Transaction, the Concurrent Financing and the ROG Corporate Reorganization, please refer to the Company's Information Circular dated February 28, 2019, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
Lund Enterprises Corp.
President and Chief Executive Officer
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Lund's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the RTO Transaction, the Concurrent Financing and the completion date of the RTO Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Lund. The material factors and assumptions include the parties to the RTO Transaction being able to obtain the necessary regulatory approvals and satisfy the requisite closing conditions, including obtaining final approval from the TSXV and TSXV policies not changing. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSXV, changes in tax laws, general economic and business conditions, and changes in the regulatory regulation. Lund cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and Lund undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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