CALGARY, ALBERTA--(Marketwired - Feb. 18, 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 mailed an information circular and proxy statement and related meeting materials (collectively, the "Meeting Materials") in connection with the annual general and special meeting of the shareholders of Yoho currently scheduled to be held in the Viking Room at the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta at 9:00 a.m. (Calgary time) on March 20, 2014 (the "Meeting"). At the Meeting, shareholders of Yoho will be asked to consider and vote upon, among other things, a plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (Alberta) among Yoho, Yoho Resources Partnership (the "Partnership") and the shareholders of Yoho.
Pursuant to the Arrangement, each issued and outstanding common share in the capital of Yoho (a "Yoho Share") at the time the Arrangement is completed, which is currently anticipated to occur on or about March 20, 2014, will be exchanged for and will represent the right to receive one new common share in the capital of Yoho (a "New Yoho Share") and a pro rata entitlement to an aggregate of 13,629,442 common shares ("Storm Shares") in the capital of Storm Resources Ltd. ("Storm"). Pursuant to the letter of transmittal mailed to Yoho shareholders as part of the Meeting Materials, the exchange of the Yoho Shares for New Yoho Shares and Storm Shares by a registered holder of Yoho Shares will occur upon the registered holder tendering their share certificate(s) representing Yoho Shares, together with the duly completed letter of transmittal, to 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 time the Arrangement is completed, all Yoho Shares will be deemed to be cancelled and will represent only an entitlement to receive New Yoho Shares and an applicable pro-rata entitlement to the 13,629,442 Storm Shares. The New Yoho Shares outstanding subsequent to the time the Arrangement is completed, whether acquired pursuant to the Arrangement or through the facilities of a stock exchange, will not represent any entitlement to Storm Shares.
Based on the 50,733,687 Yoho Shares issued and outstanding as at the date hereof (on a non-diluted basis), holders of Yoho Shares will be entitled to receive one (1) New Yoho Share and 0.26864 of a Storm Share for each Yoho Share held at the time the Arrangement is completed. The final exact allocation of the Storm Shares will be determined at the time the Arrangement is completed based on the number of Yoho Shares then issued and outstanding.
The board of directors of Yoho (other than a director who is also a director of Storm and accordingly has abstained from voting) unanimously recommends that shareholders of Yoho vote their Yoho Shares in favour of the Arrangement. Further details on the proposed Arrangement, including relevant Canadian Federal income tax information, are included in the Meeting Materials.
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 completion of the Arrangement, the date of the Meeting and the estimated pro-rata entitlement to Storm Shares represented by a Yoho Share. 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 regulatory approvals and the satisfaction of and time necessary to satisfy the conditions to the closing of the Arrangement, including all necessary court, stock exchange, shareholder, lender and other third party approvals and consents. These dates may change for a number of reasons, including the inability to secure necessary regulatory approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. In addition, there are no assurances the Arrangement will be completed. The completion of the Arrangement also 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 the Arrangement will be imposed such that the Arrangement and the Meeting cannot be completed and held, as applicable, in the manner set forth herein, or at all, 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 common shares of Yoho and Storm 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.