TORONTO, ONTARIO--(Marketwired - Oct. 31, 2013) -
This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.
Lipari Energy, Inc. ("Lipari" or the "Company") (TSX:LIP) announced today the successful completion of the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) pursuant to which 0976837 B.C. Ltd. (the "Purchaser"), a wholly owned subsidiary of a holding company owned or controlled by certain members of the Company's existing management team and their associates (the "Management Team") acquired all of the outstanding common shares of Lipari (the "Common Shares") that the Management Team did not already own and the restricted share units of Lipari ("RSUs") for cash consideration of CAD$0.48 per Common Share and CAD$0.48 per RSU.
Following the completion of the Arrangement, the Common Shares and common share purchase warrants of the Company will cease to be listed for trading on the Toronto Stock Exchange on or about the close of business on November 4, 2013. As soon as practicable thereafter, the Company intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each jurisdiction of Canada, which it currently has reporting obligations.
Details of the Arrangement are set out in the management information circular of Lipari dated September 23, 2013, which can be accessed at www.sedar.com.
About Lipari Energy
Lipari is a thermal coal producer with current operations and additional development properties in the Central Appalachian region of the United States. Lipari has been in production since 2008 and has diversified surface and highwall mining operations. Lipari coal sales are predominantly to utilities through a mix of forward contracts and short-term sales. Lipari's growth strategy includes continued growth of its organic reserves through its enhanced drilling program, as well as from its focused and disciplined approach to strategic acquisitions. Lipari's corporate office is located in London, Kentucky.
This press release contains "forward-looking statements" within the meaning of applicable securities laws that are intended to be covered by the safe harbours created by those laws, including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the delisting of the Common Shares and common share purchase warrants from the Toronto Stock Exchange, the Company ceasing to be a reporting issuer in applicable Canadian jurisdictions and other statements that are not historical facts. While such forward-looking statements are expressed by Lipari, as stated in this release, in good faith and believed by Lipari to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, approval of applicable regulatory authorities and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Lipari is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction.
Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.