WesternOne Inc.

WesternOne Inc.

September 30, 2016 21:21 ET

WesternOne Inc. Announces Proposed Share Consolidation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 30, 2016) - WesternOne Inc. ("WesternOne") (TSX:WEQ) (TSX:WEQ.DB) announced today that it will hold a special meeting of shareholders to authorize WesternOne's board of directors to consolidate WesternOne's issued and outstanding common shares at a ratio to be determined by the board of directors but within the range of one post-consolidation common share for every 10 to 40 pre-consolidation common shares (the "Consolidation"). WesternOne currently has 595,596,747 common shares issued and outstanding.

The special meeting of shareholders will be held at the office of Farris, Vaughan, Wills and Murphy LLP, 25th Floor, 700 West Georgia Street, Vancouver, British Columbia at 10:00 am (Pacific Time) on October 28, 2016. Shareholders of record as of the close of business on September 27, 2016, will be entitled to receive notice and to vote at the special meeting.

WesternOne believes that it is desirable for its common shares to trade at a higher price per share. An increase in trading price of WesternOne's common shares that may result from the Consolidation could heighten the interest of the financial community in WesternOne and potentially broaden the pool of investors that may consider investing or may be able to invest in WesternOne, potentially increasing the trading volume and liquidity of WesternOne's common shares.

If the Consolidation is approved and, subject to the discretion of the board of directors of WesternOne to decide not to proceed with the Consolidation, implemented, the principal effect will be to proportionately decrease the number of issued and outstanding common shares of WesternOne, based on the Consolidation ratio chosen by the board of directors. If the Consolidation is not implemented by December 31, 2016, shareholder approval granted in respect of the Consolidation will be deemed to have been revoked and the board of directors of WesternOne will be required to obtain new shareholder approval if it wishes to implement a share consolidation.

The Consolidation is subject to the receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.

For additional information regarding the Consolidation, please refer to WesternOne's Notice of Special Meeting and Information Circular dated September 27, 2016, which is available on SEDAR (www.sedar.com).

Forward-Looking Information

Certain statements in this news release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to the date of the special meeting, WesternOne's beliefs and expectations related to the results of the Consolidation, the Consolidation ratio to be selected by the board of directors of WesternOne; the timing for implementation, if any, of the Consolidation; and the economic effect of the Consolidation on shareholders of WesternOne and holders of securities exercisable or exchangeable for, or convertible into, common shares.

Forward-looking information contained in this news release is based on certain key expectations and assumptions made by WesternOne, including, without limitation: WesternOne will be able to obtain all necessary regulatory approvals on a timely basis; the Consolidation will be approved by shareholders at the special meeting; the stability of the economy in Western Canada and the United States; a protracted period of lower crude oil prices; the supply and demand for WesternOne's products and services and the related impact on the pricing on such products and services will remain consistent with WesternOne's current expectations; the expected manufacturing activities of WesternOne's business units for the remainder of 2016; and estimated future tax rates.

Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors set out under the section "Particulars of Matters to be Acted Upon - Amendment to the Articles of Amalgamation of the Corporation - Share Consolidation - Certain Risk Factors Associated with the Share Consolidation" within WesternOne's Notice of Special Meeting and Information Circular dated September 27, 2016, and the factors set out under the section "Risk Factors" in each of WesternOne's Annual Information Form dated March 30, 2016 and WesternOne's Management's Discussion and Analysis dated August 11, 2016, each of which is available on SEDAR (www.sedar.com).

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to WesternOne. The forward-looking information is made as of the date of this news release and WesternOne assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

About WesternOne

WesternOne seeks to acquire and grow businesses in the construction and infrastructure services sectors in order to generate value for its shareholders.

Additional Information

Additional information relating to WesternOne and other public filings, is available on SEDAR at www.sedar.com or on WesternOne's website at www.weq.ca.


Contact Information

  • Carlos Yam, Chief Financial Officer
    WesternOne Inc.
    Suite 910, 925 West Georgia Street
    Vancouver, BC V6C 3L2
    Phone: (604) 678-4042
    E-mail: cyam@weq.ca

    For investor relations information, please contact:
    Andrew Greig, Manager of Investor Relations
    WesternOne Inc.
    Suite 910, 925 West Georgia Street
    Vancouver, BC V6C 3L2
    Phone: (604) 678-4042 / E-mail: agreig@weq.ca