Northern Lights Acquisition Corp.

May 31, 2011 21:00 ET

Northern Lights Acquisition Corp. and Iona Energy Company Limited Complete Amalgamation

CALGARY, ALBERTA--(Marketwire - May 31, 2011) -


Iona Energy Inc. ("Iona") today announced the completion of the amalgamation of Iona Energy Company Limited ("Former Iona") and Northern Lights Acquisition Corp. ("Northern") (TSX VENTURE:NLC.P), a capital pool company, to form the amalgamated company called Iona Energy Inc. (the "Amalgamation"). The Amalgamation constitutes the Qualifying Transaction of Northern pursuant to Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture").

At the annual and special meetings of the shareholders of Northern and Iona held on May 27, 2011, the shareholders of each of Northern and Iona approved the terms of the Amalgamation and related transactions.

The Amalgamation became effective on May 27, 2011, the date the Certificate of Amalgamation was issued in respect of the Amalgamation under the Business Corporations Act (Alberta). Pursuant to the Amalgamation: Amalco issued to the holders ("Iona Shareholders") of common shares in the capital of Iona ("Iona Shares") one (1) common share in the capital of Amalco (an "Amalco Share") for each one (1) Iona Share held by an Iona Shareholder, for aggregate consideration of 60,908,398 Amalco Shares being issued to current Iona Shareholders. Similarly, at the effective time of the Amalgamation, Amalco issued to the holders ("Northern Shareholders") of common shares in the capital of Northern ("Northern Shares") 0.342935528 Amalco Shares for each one (1) Northern Share held by a Northern Shareholder (subject to rounding), for aggregate consideration of 1,800,412 Amalco Shares being issued to current Northern Shareholders in exchange for the 5,250,000 Northern Shares which were outstanding at the effective time of the Amalgamation. Each Amalco Share issued to Iona Shareholders or to Northern Shareholders pursuant to the Amalgamation was issued at a deemed price of $0.60 per Amalco Share. Additionally, as a result of the Amalgamation: (i) 38,333,333 replacement subscription receipts ("Replacement Subscription Receipts") were issued to holders of outstanding subscription receipts in the capital of Iona ("Iona Subscription Receipts"), having substantially identical terms as the Iona Subscription Receipts, (ii) 300,000 agent warrants of Northern were replaced with 102,881 share purchase warrant of Iona with identical terms; (iii) 264,500 agent warrants of Former Iona were replaced with 264,500 agent warrants of Iona with identical terms; and (iv) 525,000 stock options of Northern were replaced with 180,041 stock options of Iona, each with an exercise price of $0.58 per Iona Share and substantially identical terms.

In connection with completion of the Amalgamation on May 27, 2011 and the completion of Iona's previously-announced proposed acquisition (the "Trent & Tyne Acquisition") of certain gas assets in the U.K. North Sea region on May 31, 2011, gross proceeds of $46,891,054 were released from escrow to Iona and 78,151,757 Replacement Subscription Receipts were automatically converted into 78,151,757 Amalco Shares.

Iona's Board of Directors is comprised of Neill A. Carson, Brad G. Gunn, Donald B. Copeland, J. Roger Laing, Rod Maxwell, and Jay M. Zammit.

The Amalco Shares are expected to commence trading under the symbol "INA" after TSX Venture issues its final bulletin, at which time the common shares of Northern will cease trading. After giving effect to the Amalgamation and closing of the Trent & Tyne Acquisition, there will be approximately 140,860,567 Iona Shares issued and outstanding (calculated on a non-diluted basis).

The completion of the Amalgamation has received conditional approval of TSX Venture and is subject to its final approval, which Iona expects to receive after completion of the required filings. The joint information circular of Former Iona and Northern in respect of the Amalgamation was mailed at their own risk prior to approval of TSX Venture. Schedule "L" to the joint information circular contained an unaudited, management-prepared statement of revenues, royalties, and operating expenses in respect of the Trent & Tyne Acquisition which should not have been included in the joint information circular. Iona determined that the Trent & Tyne Acquisition was not a 'significant acquisition' as defined in applicable securities legislation.

Granting of Stock Options

Iona also announces that pursuant to the terms of its stock option plan, its Board of Directors has approved the granting of options to purchase an aggregate of 9,550,000 common shares at a price of $0.60 per share, of which, 9,200,000 options were granted to insiders. The options will have a term of five years and time vesting provisions with 25% vesting immediately and a further 25% vesting on the first, second and third anniversaries of the date of grant.

About Iona

Iona is a Canadian company focused on oil and gas development and exploration in the United Kingdom's North Sea.

As indicated above, completion of the Amalgamation is subject to certain conditions, including but not limited to, TSX Venture acceptance. The Amalgamation cannot be completed until the required 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 joint information circular of Iona and Northern 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 Iona should be considered highly speculative.

This press release contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The forward-looking statements contained in this press release are made as of the date hereof and Iona 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.

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. Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Northern Lights Acquisition Corp.
    Neill A. Carson
    Chief Executive Officer
    +011 (44) 7919 057989

    Northern Lights Acquisition Corp.
    Brad G. Gunn
    Chief Financial Officer
    (403) 775-7442