Drako Capital Corp.
TSX VENTURE : DKC

July 11, 2012 17:37 ET

Drako Capital Corp. Enters into Amalgamation Agreement with Trilateral Energy Ltd.

CALGARY, ALBERTA--(Marketwire - July 11, 2012) - Drako Capital Corp. (TSX VENTURE:DKC) ("Drako" or the "Corporation") has entered into an amalgamation agreement dated as of July 11, 2012 with Trilateral Energy Ltd. ("Trilateral") (the "Amalgamation Agreement") with respect to an amalgamation between the Corporation and Trilateral (the "Amalgamation"). Trilateral is a private corporation incorporated under the laws of the Province of Alberta and holds certain non-producing oil and gas rights in Wyoming and Montana and in Colombia. Upon completion of the Amalgamation the name of the amalgamated corporation ("Amalco") will be "Amarok Energy Inc.".

Pursuant to the Amalgamation Agreement each common share of Drako ("Drako Shares") will be converted into 0.60 of a common share of Amalco ("Amalco Share") and each Class "A" common share of Trilateral ("Trilateral Shares") will be converted into 0.40 of an Amalco Share. Each outstanding stock option and agent's option of Drako and each outstanding stock option, share purchase warrant and finders warrant of Trilateral which has not expired, or been exercised or cancelled as at the date of the Amalgamation, will be converted into a corresponding convertible security in Amalco.

Upon completion of the Amalgamation the officers and directors of the amalgamated corporation will be as follows:

Dale Swanson - President and Chief Executive Officer
Murray Hinz - Vice President, Finance and Chief Financial Officer
William C. Guinan - Corporate Secretary and Director
Robert J. Dales - Director
Robin C. Day - Director
Tim de Freitas - Director
Danny Geremia - Director
Massimo M. Geremia - Director

Each of Messrs. Dales, Day and Guinan are officers and/or directors of each of Drako and Trilateral. Mr. de Freitas is an officer and director of Trilateral.

The Amalgamation has the unanimous support of the boards of directors of each of Drako and Trilateral. Sayer Energy Advisors acted as exclusive financial advisor to Drako and has advised the Drako board of directors that the consideration to be received by the Drako shareholders pursuant to the Amalgamation is, subject to review of final documentation, fair from a financial point of view, to Drako shareholders. Integral Wealth Securities Limited acted as exclusive financial advisor to Trilateral and has advised the Trilateral board of directors that the consideration to be received by the Trilateral shareholders pursuant to the Amalgamation is, subject to review of final documentation, fair from a financial point of view, to Trilateral shareholders. Each of Sayer Energy Advisors and Integral Wealth Securities Limited is expected to provide a written fairness opinion which will be included in the Joint Circular (as defined below).

It is expected that meetings of the shareholders of both corporations will be held on or about August 22, 2012, to consider and approve, among other things, the proposed Amalgamation. Management of Drako and Trilateral will be preparing a joint management information circular (the "Joint Circular") outlining the proposed Amalgamation to be mailed to shareholders of both corporations in conjunction with the meetings. The Amalgamation must be approved by at least 66 2/3% of the shareholders of Drako and Trilateral, voting separately at their respective meetings. In addition, as the Amalgamation is a Non-Arm's Length Transaction within the meaning of the policies of the TSX Venture Exchange, the Amalgamation must be approved by the majority of the minority of the shareholders of Drako, excluding votes cast by Non-Arm's Length Parties as well as by the majority of the minority of the shareholders of Drako excluding votes required to be excluded pursuant to Multilateral Instrument 61-101. There can be no guarantee that the shareholders of both corporations will approve the Amalgamation. The Amalgamation is subject to receipt of applicable shareholder and regulatory approval and satisfaction of the other conditions to the Amalgamation as set forth in the Amalgamation Agreement.

As at the date hereof there are 18,980,500 Drako Shares and 24,013,020 Trilateral Shares issued and outstanding. Upon completion of the Amalgamation, Amalco is expected to have, subject to any expiries, exercises and/or cancellations of certain convertible securities of each of Drako and Trilateral prior to that time, issued and outstanding approximately 20,993,538 common shares, 1,846,200 stock options and 799,378 share purchase warrants.

Advisory Regarding Forward-Looking Statements

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "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 the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated expectation as to the completion of the Amalgamation is a statement containing forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information depending on, among other things, the risks that the parties will not proceed with the Amalgamation, that the ultimate terms of the Amalgamation will differ from those that are currently contemplated, that the Amalgamation will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from shareholders and regulatory authorities) as contemplated. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.

Contact Information

  • Drako Capital Corp.
    Robert J. Dales
    President and CEO
    (403) 690-3884
    bobdales@shaw.ca

    Drako Capital Corp.
    c/o 1900, 520 - 3rd Avenue S.W.
    Calgary, Alberta T2P 0R3