|By Marketwire .||
|November 20, 2012 07:02 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/21/12 -- CANADIAN PHOENIX RESOURCES CORP. (TSX VENTURE:CXP) ("Canadian Phoenix" or the "Corporation"), a junior oil and gas company, announces the results for the third quarter of its 2012 fiscal year and the release of a Management Information Circular.
2012 THIRD QUARTER HIGHLIGHTS
-- The Corporation held $78.1 million in cash and cash equivalents and maintained a working capital surplus of $78.0 million as at September 30, 2012. -- Net and comprehensive loss was $73 thousand, or $nil per share, and included a $90 thousand non-cash write-down of capitalized office leasehold costs. -- The Corporation earned $290 thousand in interest income during the quarter. -- The Corporation repurchased 422,400 of its common shares during the quarter at a volume-weighted average price of $1.14 per share by way of a Normal Course Issuer Bid, reducing the number of common shares issued and outstanding to 56,964,818 as at September 30, 2012.
The Corporation's unaudited condensed consolidated interim financial statements and related MD&A for the three and six months ended September 30, 2012 can be found at www.sedar.com and on the Corporation's website at www.canadian-phoenix.com.
SPECIAL MEETING OF SHAREHOLDERS
In connection with its previously announced plan of arrangement (the "Arrangement") with Renegade Petroleum Ltd ("Renegade"), Canadian Phoenix has scheduled a special meeting of its shareholders to be held on December 13, 2012 (the "Meeting"). The Notice of Meeting, Management Information Circular (the "Circular"), Form of Proxy and Letter of Transmittal were mailed on November 19, 2012 to the shareholders of record on November 9, 2012, and are available on the Corporation's website www.canadian-phoenix.com and on SEDAR at www.sedar.com.
At the Meeting, Canadian Phoenix Shareholders will be asked to consider and vote upon the Arrangement, which, through a series of steps outlined in the Circular, will result in:
1. Canadian Phoenix providing $75 million of its cash and cash equivalents to Renegade to support its acquisition of oil-weighted oil assets in Saskatchewan and to transform to a dividend paying company; 2. Canadian Phoenix shareholders receiving 0.5985 Renegade common shares for each Canadian Phoenix common share, while retaining a common share in the post-Arrangement Canadian Phoenix; and 3. The completion of a $114.3 million private placement of subscription receipts (the "Private Placement") in Canadian Phoenix Acquisition Corp. ("AcquisitionCo), a newly created, wholly-owned subsidiary of Canadian Phoenix. Proceeds from the Private Placement were received in escrow on November 16, 2012. Upon approval and completion of the Arrangement, the Private Placement proceeds will be released from escrow, the subscription receipts will ultimately be converted to common shares of Renegade, and Renegade will take control of AcquisitionCo.
Canadian Phoenix is very pleased to be entering into this transaction with the team at Renegade. This transaction meets all the criteria for which the Canadian Phoenix Board of Directors has been searching over the past two and a half years:
-- Strong management team; -- Good valuation metrics; -- Excellent asset base; and -- Sustainable and defined business plan.
Michael Atkinson, Canadian Phoenix's president and CEO states, "We look forward to supporting Renegade's strong management team as they transform into a dividend paying corporation within the Canadian oil and gas industry. We are very pleased about the valuation metrics of Canadian Phoenix's investment and the solid business model that Renegade is deploying."
In addition to the Arrangement, at the Meeting, the Canadian Phoenix shareholders will also be asked to consider and vote upon the following items concerning the Corporation's post-Arrangement structure:
1. A special resolution authorizing the change of name of Canadian Phoenix to "Knol Resources Corp.", or such other name as the directors of Canadian Phoenix determine is appropriate and which name change will not be implemented unless the Arrangement becomes effective 2. A special resolution approving an amendment to the articles of incorporation of Canadian Phoenix to consolidate the issued and outstanding new common shares of Canadian Phoenix issued in connection with the Arrangement (the "Canadian Phoenix New Common Shares") on the basis of one (1) post-consolidation Canadian Phoenix New Common Share for up to every 10 pre-consolidation Canadian Phoenix New Common Shares and which consolidation will not be conducted unless the Arrangement becomes effective; and 3. Subject to the Arrangement being completed, an ordinary resolution approving a post-Arrangement private placement of Canadian Phoenix New Common Shares and which private placement will not be conducted unless the Arrangement becomes effective.
About Canadian Phoenix
Canadian Phoenix Resources Corp. is a publicly-traded junior oil and gas company seeking investment opportunities in Western Canada. Canadian Phoenix's shares trade on the TSX Venture Exchange under the symbol "CXP".
FORWARD-LOOKING STATEMENTS: This news release may contain forward-looking information. All statements and information other than statements of historical fact are forward-looking information. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the control of Canadian Phoenix, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Canadian Phoenix will derive there from. The forward-looking statements and information contained in this news release are made as of the date hereof and Canadian Phoenix 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.
Neither the 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.
Canadian Phoenix Resources Corp.
President & CEO
Canadian Phoenix Resources Corp.
Interim Chief Financial Officer