Exito Energy II Inc.
TSX VENTURE : EXI.P

May 21, 2015 13:24 ET

Exito Energy II Inc. and Millennium Stimulation Services Ltd. Amend Letter of Intent and Extend Time to Complete Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - May 21, 2015) -

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

Exito Energy II Inc. ("Exito" or the "Corporation") (TSX VENTURE:EXI.P) today announced further details concerning its proposed qualifying transaction ("QT") involving an amalgamation (the "Amalgamation") with Millennium Stimulation Services Ltd. ("Millennium"). Additional information regarding the proposed QT can be found in the Corporation's press releases of November 13, 2014, December 19, 2014 and January 30, 2015.

On May 21, 2015, Exito and Millennium entered into an amended letter of intent (the "Amended Letter Agreement") with respect to the Amalgamation. Pursuant to the Amended Letter Agreement Exito and Millennium will extend the deadline to enter into a definitive agreement regarding the Amalgamation until December 31, 2015. The consolidation and exchange ratios required to give effect to the Amalgamation will be negotiated between the parties prior to the execution of a definitive agreement. For the purposes of such ratios, Millennium's share price will be based on the per share price used in its most recently completed equity financing prior to the execution of a definitive agreement. An outside date for closing of the Amalgamation has been set for March 1, 2016.

Both parties remain committed to completing the Amalgamation; however, Millennium requires additional time to close its required equity financing in light of the current condition of the financial markets. In addition, Millennium is waiting for an improvement in industry and financial market conditions.

The Amalgamation continues to be subject to the approval of the TSX Venture and the policies of the TSX Venture relating to QT's, as well as shareholder approval of Exito and Millennium.

Trading Suspension & QT Deadline Extension Application

Exito's deadline for completing a QT was May 7, 2015. As a result of not completing a QT prior to this deadline, trading of Exito shares has been suspended and trading will remain suspended in accordance with the TSX Venture's policies until such time as the TSX Venture lifts the suspension.

Due to ongoing challenging market conditions, the TSX Venture is accepting discretionary applications for extensions to QT deadlines that if granted, would result in Exito having until on or about February 13, 2016 to complete a QT. Exito has submitted its application to the TSX Venture for this extension, however there is no assurance that such an extension will be granted. Exito will issue a subsequent news release upon receiving notification from the TSX Venture regarding whether the extension request has been accepted or denied.

As indicated above, completion of the Amalgamation is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approvals. The Amalgamation cannot close until the required shareholder approvals are obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of Millennium and Exito to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of Millennium or Exito should be considered highly speculative.

The TSX Venture has in no way passed upon the merits of the Amalgamation and has neither approved nor disapproved the contents of this press release.

This news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Other than as required by law, neither Exito nor Millennium will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Exito and Millennium.

The securities of Millennium being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Exito Energy II Inc.
    Brad Docherty
    President, Chief Executive Officer and Director
    (403) 472-5767

    Millennium Stimulation Services Ltd.
    Roy Ma
    Chief Financial Officer
    (403) 234-8144