Arcan Resources Ltd.
TSX VENTURE : ARN

Arcan Resources Ltd.

February 02, 2015 20:44 ET

Arcan Announces Debentureholder Approval to Exchange Its Convertible Debentures and Cancellation of Outstanding Options

CALGARY, ALBERTA--(Marketwired - Feb. 2, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Arcan Resources Ltd. (TSX VENTURE:ARN) ("Arcan" or the "Company") is pleased to announce that the holders ("Debentureholders") of its $86.25 million 6.25% convertible unsecured subordinated debentures due February 28, 2016 (the "2016 Debentures") and $85.0 million 6.50% convertible unsecured subordinated debentures due October 31, 2018 (the "2018 Debentures" and together with the 2016 Debentures, the "Debentures") have approved, by way of extraordinary resolution, the previously announced transaction to exchange Arcan's Debentures into equity (the "Exchange Shares") at an exchange price of $0.15 per Exchange Share (the "Exchange Transaction"). The Exchange Transaction was approved by approximately 85.10% of the votes cast by Debentureholders at the meeting of Debentureholders held on February 2, 2015.

The Debentures are currently listed and traded on the facilities of the TSX Ventures Exchange ("TSXV"). The trading symbol for the 2016 Debentures is "ARN.DB" and for the 2018 Debentures is "ARN.DB.B". The Company has requested approval from the TSXV to de-list each of the 2016 Debentures and 2018 Debentures concurrently with the listing of the Exchange Shares on the TSXV.

Subject to the satisfaction of all conditions to closing, the Exchange Transaction is expected to occur on or about February 6, 2015. The Exchange Shares to which holders of Debentures are entitled to pursuant to the Exchange Transaction will be delivered to CDS & Co. and CDS & Co. and the applicable participants will distribute the Exchange Shares through the book-entry only system to the beneficial owners of the Debentures. Holders of Debentures do not need to submit a letter of transmittal and should contact the broker, dealer, bank, trust company or other nominee through which they hold their Debentures if they have any questions concerning obtaining payment for their Debentures upon the completion of the Exchange Transaction. Listing of the Exchange Shares and de-listing of the Debentures is expected to occur on the first trading day following the closing of the Exchange Transaction.

Arcan also announces today that it has entered into agreements with its employees to cancel all of its issued and outstanding stock options for nominal consideration.

About Arcan Resources Ltd.

Arcan Resources Ltd. is an Alberta, Canada corporation that is principally engaged in the exploration, development and acquisition of petroleum and natural gas located in the Western Canada Sedimentary Basin. Additional information about the Company, including the Company's annual information form for the year ended December 31, 2013, is available under Arcan's profile on SEDAR at www.sedar.com.

This document contains forward-looking information within the meaning of applicable securities laws. The use of any of the words "will", "expect" and similar expressions are intended to identify forward looking information. More particularly, this press release contains forward-looking information concerning, among other things, the completion of the Exchange Transaction, the listing of the common shares and the de-listing of the 2016 Debentures and 2018 Debentures from the TSXV and the timing thereof.

Forward-looking information is based on certain key expectations and assumptions made by Arcan, including expectations and assumptions concerning timing of receipt of required TSXV approvals and the satisfaction or waiver of all of the other conditions precedent to the completion of the Exchange Transaction.

Although Arcan believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Arcan can give no assurance that they will prove to be correct.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These risks include, but are not limited to: TSXV and third party approvals and consents may not be obtained on terms that are satisfactory or within the timelines required; all of the conditions precedent to the completion of the Exchange Transaction may not be satisfied on the timelines required or at all; for reasons currently unforeseen the Exchange Transaction may not be completed on the timeline anticipated or at all; the listing of the Exchange Shares may be delayed or not occur on the manner and terms currently contemplated by Arcan for reasons currently unforeseen by Arcan; the Company may have difficulties meeting the listing criteria of the TSXV in the future; the Debentures may not be delisted in a timely manner or at all; and certain other risks detailed from time to time in Arcan's public disclosure documents including, without limitation, those risks identified in this press release, and in Arcan's annual information form, copies of which are available under Arcan's profile on SEDAR at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof and Arcan undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither 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.

Contact Information

  • Arcan Resources Ltd.
    Terry McCoy
    Chief Executive Officer
    tmccoy@arcanres.com

    Arcan Resources Ltd.
    Douglas Penner
    President
    dpenner@arcanres.com

    Arcan Resources Ltd.
    Suite 2200, 500 - 4th Avenue S.W.
    Calgary, AB T2P 0H7
    (403) 262-0321