PhosCan Chemical Corp.
TSX : FOS

PhosCan Chemical Corp.

February 02, 2016 17:16 ET

PhosCan Announces Closing of Arrangement

TORONTO, ONTARIO--(Marketwired - Feb. 2, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

PhosCan Chemical Corp. (TSX:FOS) ("PhosCan") is pleased to announce that the previously announced plan of arrangement (the "Arrangement") involving Petrus Resources Corp., Petrus Resources Ltd. (formerly Petrus Acquisition Corp., referred to herein as "Petrus"), PhosCan and Fox River Resources Corp. ("Fox River") has closed.

Pursuant to the Arrangement:

  • all of the common shares of PhosCan ("PhosCan Shares"), other than PhosCan Shares in respect of which shareholders exercised dissent rights, were exchanged for common shares of Petrus ("Petrus Shares") and common shares of Fox River ("Fox River Shares") on the basis of 0.0452672 Petrus Shares and 0.25 Fox River Shares for each PhosCan Share, and
  • PhosCan spun out its wholly-owned Martison phosphate project (the "Martison Project") and all of its other assets, excluding approximately $45.4 million of cash and cash equivalents, and all of its liabilities to Fox River, including obligations to dissenting PhosCan shareholders.

In connection with the Arrangement, the aggregate gross proceeds from the previously announced $30 million bought deal offering (the "Financing") of subscription receipts ("Subscription Receipts") of Petrus were released to Petrus from escrow. Petrus issued 0.25 of a Petrus Share for each outstanding Subscription Receipt. Pro forma the Arrangement and the Financing, there are approximately 45.3 million Petrus Shares issued and outstanding.

As previously announced, Fox River has received approval to list the Fox River Shares on the Canadian Securities Exchange (the "CSE") under the symbol "FOX". Fox River expects that the Fox River Shares will commence trading on the CSE on or about February 4, 2016.

Also as previously announced, Petrus has received conditional approval for the listing of the Petrus Shares on the Toronto Stock Exchange ("TSX") under the symbol "PRQ". Such listing is subject to compliance with the requirements of the TSX. Assuming the requirements of the TSX are met, Petrus expects that the Petrus Shares will commence trading on the TSX on or about February 8, 2016.

PhosCan expects that the PhosCan Shares will be delisted from the TSX on or before February 4, 2016.

ABOUT PETRUS

Petrus is a Canadian oil and gas company focused on property exploitation and strategic acquisitions in Alberta. Petrus has established a sustainable platform of low decline, low operating cost assets with a multi-year inventory of repeatable, low risk, economic drilling locations.

ABOUT FOX RIVER

Fox River owns a 100% interest in the Martison Project.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release, including any information relating to the listing of the Petrus Shares on the TSX and the Fox River Shares on the CSE, the anticipated timing thereof and any other statements regarding PhosCan's, Petrus' and Fox River's future expectations, beliefs, goals or prospects, constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond PhosCan's, Petrus' and Fox River's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the failure to satisfy the conditions to the listing of the Petrus Shares on the TSX and the Fox River Shares on the CSE; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Arrangement; the volatility of the international marketplace; and other risk factors as described in PhosCan's most recent annual information form and annual and quarterly financial reports and as described in Petrus' publicly available information.

PhosCan assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in PhosCan's filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the managements of PhosCan, Petrus and Fox River relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

Contact Information

  • Kevin Adair, P.Eng.
    President and Chief Executive Officer
    (403) 930-0888

    Stephen Case
    Chief Executive Officer
    (416) 972-9222