Exito Energy II Inc.
TSX VENTURE : EXI.P

December 19, 2014 08:30 ET

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

CALGARY, ALBERTA--(Marketwired - Dec. 19, 2014) -

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 involving an amalgamation (the "Amalgamation") with Millennium Stimulation Services Ltd. ("Millennium"). Additional information regarding the proposed qualifying transaction can be found in the Corporation's press release of November 13, 2014.

On November 13, 2014, Exito entered into a letter of intent with Millennium (the "Letter Agreement"), pursuant to which Exito intends to acquire all of the issued and outstanding common shares of Millennium (the "Millennium Shares"), to be effected by way of an amalgamation pursuant to the Business Corporations Act (Alberta) to form a new company. On December 17, 2014, Exito and Millennium amended the Letter Agreement to provide an outside date for the execution of definitive transaction agreements of January 31, 2015, and an outside date for closing of the Amalgamation of April 30, 2015. The other terms of the Letter Agreement, as previously announced, remain unchanged.

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.

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

Trading of the Exito Shares is currently halted and trading will remain halted in accordance with the TSX Venture's policies until all required documentation with respect to the Amalgamation has been received and the TSX Venture is otherwise satisfied that the halt should be lifted.

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 of Exito
    (403) 472-5767

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