CALGARY, ALBERTA--(Marketwired - March 20, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Yoho Resources Inc. ("Yoho" or the "Company") (TSX VENTURE:YO) is pleased to announce that it has completed its previously announced plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (Alberta) among Yoho, Yoho Resources Partnership and the shareholders of Yoho. The Arrangement was approved by Yoho's shareholders at its annual general and special meeting of shareholders (the "Meeting") held earlier on March 20, 2014. Pursuant to the Arrangement, each common share (a "Yoho Share") in the capital of Yoho outstanding as at 4:00 p.m. Calgary time on March 20, 2014 (the "Effective Time") has been exchanged for, and now represents the right to receive, one new common share (a "New Yoho Share") in the capital of Yoho and 0.2591 of a common share ("Storm Share") in the capital of Storm Resources Ltd. The Storm Share amount represents the pro-rata entitlement per Yoho Share to the 13,629,442 Storm Shares held by Yoho, immediately prior to the Effective Time, based on the 52,602,531 Yoho Shares issued and outstanding at such time.
As the Arrangement has been completed, all Yoho Shares are deemed to be cancelled and now represent only the entitlement to receive New Yoho Shares and Storm Shares, as described above. The New Yoho Shares do not represent any entitlement to Storm Shares. The Yoho Shares are to be delisted from the TSX Venture Exchange ("TSXV") prior to opening of markets on March 21, 2014, with the New Yoho Shares (CUSIP: 98600Q100) being concurrently listed and posted for trading on the TSXV.
Pursuant to the letter of transmittal mailed to Yoho shareholders as part of the materials in connection with the Meeting, in order to receive the New Yoho Shares and Storm Shares to which they are entitled, registered holders of Yoho Shares will be required to deposit their share certificate(s) representing Yoho Shares, together with the duly completed letter of transmittal, with Valiant Trust Company, Yoho's depositary under the Arrangement. Shareholders whose Yoho Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Yoho Shares.
At the Meeting, shareholders also approved all other items of business presented for consideration, including the re-election of each of Terry Svarich, Gary Perron, Kevin Olson, Peter Kurceba, John Brussa, Bruce Allford and Brian McLachlan as directors of the Company, the appointment of KPMG LLP as auditors of the Company and the re-approval of the Company's stock option plan, as amended.
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 release.
This press release contains forward-looking statements as to Yoho's internal projections, forecasts, expectations or beliefs relating to future events or future performance, including: anticipated timing for the listing of the New Yoho Shares and the de-listing of the Yoho Shares on the TSXV. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates" and similar expressions. These statements represent the expectations or beliefs of management of Yoho. The projections, estimates and beliefs contained in such forward-looking statements are based on certain assumptions that management of Yoho believes is reasonable at this time, including the timing of receipt of the necessary stock exchange approvals and the satisfaction of and time necessary to satisfy the conditions to the listing of the New Yoho Shares and the de-listing of the Yoho Shares on the TSXV. The listing of the New Yoho Shares and the de-listing of the Yoho Shares on the TSXV involves known and unknown risks and uncertainties, including the risks the assumptions set forth herein may not be accurate, that additional conditions or requirements to complete such transactions may be imposed, which risks may cause actual results in the future to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Yoho's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), or Yoho's website (www.yohoresources.ca).
The forward-looking statements and information contained in this press release are made as of the date hereof and Yoho 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 New Yoho Shares and the Storm Shares have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.