Silk Road Energy Inc.
TSX VENTURE : SLK.P

December 23, 2013 17:48 ET

Silk Road Energy Inc. Announces Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement

CALGARY, ALBERTA--(Marketwired - Dec. 23, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Silk Road Energy Inc. (TSX VENTURE:SLK.P) (the "Corporation" or "Silk Road") is pleased to announce that the TSX Venture Exchange (the "TSXV") has conditionally accepted the previously announced proposed "Qualifying Transaction" of the Corporation, within the meaning of Policy 2.4 of the TSXV, relating to a proposed purchase and sale agreement to be dated on or prior to January 27, 2014, with Gold Note Resources Inc. ("Gold Note"), whereby the Corporation will acquire certain oil production, oil and gas reserves, lands, leases and miscellaneous interests held by Gold Note in the Bashaw, Columbia and Thornbury areas of Alberta (the "Transaction"). The TSXV has approved the Corporation's application for a waiver from the TSXV's sponsorship requirement pursuant to Section 3.1(a) of Policy 2.2 of the TSXV's Corporate Finance Manual and a waiver from the TSXV's Public Shareholders distribution requirement in Section 2.5 of Policy 2.1. The TSXV has also approved the filing today of Silk Road's filing statement dated December 23, 2013 (the "Filing Statement") prepared in connection with the Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited signing a definitive agreement in respect of the Transaction, the TSXV's final acceptance of the Transaction and regulatory approval. Subject to certain conditions, as more particularly described in the Filing Statement, completion of the Transaction is anticipated to occur on or about January 27, 2014. Assuming the TSXV grants final acceptance of the Transaction, it is anticipated that the common shares of the Corporation will be reinstated for trading on the TSXV shortly after the TSXV issues the final approval of the Transaction.

Further information concerning the Corporation, Gold Note and the Transaction are contained in the Corporation's Filing Statement which is available for review under the Corporation's SEDAR profile at www.sedar.com.

Cautionary Statements:

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Forward-looking information included in this press release includes statements with respect to closing of the Transaction. This press release also contains forward-looking information relating to the intention of the parties to, among other things, complete the Transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the agreements underlying the Transaction being able to obtain the necessary director, shareholder and regulatory approvals; entering into a definitive agreement satisfactory to both the Corporation and Gold Note; TSXV policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSXV, obligations under the Alberta Licence Liability Rating Program, the Corporation having insufficient financial resources to advance its business, changes in tax laws, general economic and business conditions; and changes in the regulatory environment. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSXV Venture Exchange Inc. nor its Regulations Services Provided (as that term is defined in the policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Silk Road Energy Inc.
    Zul Rashid
    Director
    (403) 240-1821