CALGARY, ALBERTA--(Marketwired - July 27, 2016) - Stonehaven Exploration Ltd. ("Stonehaven") (TSX VENTURE:SE) and Deventa Energy Inc. ("Deventa") provide the following update to the joint management information circular and proxy statement dated June 28, 2016 (the "Joint Information Circular") of Stonehaven and Deventa with respect to the annual general and special meeting of the shareholders of Stonehaven (the "Stonehaven Meeting") to be held at 10:00 a.m. (Calgary time) on Friday, July 29, 2016 and the special meeting of the shareholders of Deventa (the "Deventa Meeting") to be held at 11:00 a.m. (Calgary time) on Friday, July 29, 2016.
As described in Stonehaven's news release dated June 6, 2016, Stonehaven entered into an arm's length amalgamation agreement dated June 3, 2016 with Deventa, a private corporation incorporated pursuant to the laws of Alberta, and 1973747 Alberta Ltd. ("Stonehaven Subco"), a wholly-owned subsidiary of Stonehaven established to effect a "three-cornered" amalgamation (the "Merger"), whereby Deventa and Stonehaven Subco will amalgamate, with holders of Deventa each receiving 0.8261 of a common share of Stonehaven for each common share of Deventa held.
Stonehaven and Deventa note that an addendum (the "Addendum") has been filed to the Joint Information Circular. The Addendum amends the Joint Information Circular by adding to Appendix H to the Joint Information Circular the unaudited interim condensed financial statements of Deventa for the three months ended March 31, 2016, a copy of which is attached to the Addendum.
The proxy deadline for each of the Stonehaven Meeting and the Deventa Meeting has also been extended. Proxies in connection with the Stonehaven Meeting will be accepted by Stonehaven's transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department until 3:00 p.m. (Calgary time) on July 28, 2016 and will also be accepted by the chair of the Stonehaven Meeting at the Stonehaven Meeting. Proxies in connection with the Deventa Meeting will be accepted by Deventa, care of Burnet, Duckworth & Palmer LLP, 2400, 525 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1 Attention: Jacob Hoeppner until 3:00 p.m. (Calgary time) on July 28, 2016 and will also be accepted by the chair of the Deventa Meeting at the Deventa Meeting. Any registered shareholder of Stonehaven or Deventa, as applicable, who have already completed and returned such proxies after reviewing the Addendum may revoke their applicable proxy by executing and delivering a written notice of revocation in the manner specified in the proxy instructions until the extended proxy cut-off time of 3:00 p.m. (Calgary time) on July 28, 2106 or by depositing an executed written notices of revocation with the chair of the Stonehaven Meeting or Deventa Meeting, as applicable.
Further details regarding the Merger can be found in the Joint Information Circular and Addendum which have been filed under Stonehaven's SEDAR profile at www.sedar.com. A copy of the Addendum may also be obtained on request without charge from Stonehaven and Deventa at the contact information provided below.
Further information relating to Stonehaven is also available on its website at www.stonehavenexp.com.
ADVISORY ON FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Stonehaven and Deventa as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the proposed Merger. Such forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. In respect of the forward-looking statements concerning the proposed Merger, Stonehaven and Deventa have provided such forward-looking statements in reliance on certain assumptions that they believe are reasonable at this time. Since forward-looking statements addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Merger include the failure of each of Deventa and Stonehaven to obtain necessary securityholder, regulatory and other third party approvals, or to otherwise satisfy the conditions to the Merger, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of each of Deventa and Stonehaven to otherwise satisfy the conditions to the Merger, may result in the Merger not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in the Joint Information Circular. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and neither Stonehaven nor Deventa undertake any obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.