SYS-CON MEDIA Authors: Pat Romanski, Sematext Blog, Yeshim Deniz, Elizabeth White, Jason Bloomberg

News Feed Item

Passport Energy Ltd. and Amarok Energy Inc. Update on Arrangement Agreement and Private Placement

CALGARY, ALBERTA -- (Marketwired) -- 05/20/14 -- Passport Energy Ltd. ("Passport") and Amarok Energy Inc. ("Amarok") (TSX VENTURE: AMR) announce that they have entered into an amended and restated arrangement agreement ("Amended Agreement") dated as of May 14, 2014 that amends and restates the arrangement agreement dated April 25, 2014 among Amarok, 1815766 Alberta Inc. and Passport that was previously announced by Passport and Amarok on April 30, 2014. A copy of the Amended Agreement will be available on SEDAR profiles of each of Amarok and Passport at www.sedar.com. The Amended Agreement provides, among other things, that 32 Degrees Diversified Energy Fund II (Canadian) L.P. and 32 Degrees Diversified Energy Fund II (US) L.P. (together, "32 Degrees") will participate in the previously announced private placement financing by way of a subscription for $13,000,000 of common shares of Passport ("Passport Shares") at $0.18 per Passport Share (the "Share Offering") after the Passport Shares have been consolidated on a six (6) to one (1) basis (the "Consolidation"). Consequently, the subscription receipt private placement financing previously announced has been revised to be an offering of up to a maximum of $10,000,000 of subscription receipts of Passport ("Subscription Receipts") at $0.18 per Subscription Receipt (the "Subscription Receipts Offering") where, subject to certain escrow conditions being met, each Subscription Receipt is exchangeable for one post-Consolidation Passport Share for no additional consideration. No minimum offering of the Subscription Receipts Offering needs to be achieved in order for Passport to close on the Subscription Receipt Offering. Passport has received conditional approval from the TSX Venture Exchange in connection with the Share Offering and Subscription Receipts Offering. The Amended Agreement also provides for Amarok's covenant to grant, contingent on the completion of the transactions contemplated in the Amended Agreement and effective after the completion of such transactions, undertakings to 32 Degrees in respect of certain corporate governance matters of Amarok as well as changes to deadline dates for filings, court applications, closing date and mailing date of the joint information circular contemplated in the Amended Agreement. Other than the above, the Amended Agreement does not materially change any of the material terms previously announced and does not affect the date of the Passport shareholder meeting or Amarok shareholder meeting, each of which is still anticipated to be held on June 12, 2014.

Passport and 32 Degrees have entered into subscription agreements dated May 16, 2014 (the "32 Degrees Subscriptions") in respect of the Share Offering. As previously announced, a portion of the subscription price to be paid by 32 Degrees will include the transfer and conveyance of certain lands in the Hardy area of Southeast Saskatchewan. The 32 Degrees Subscriptions are subject to a number of conditions, including, among other things, that the requisite shareholders approvals of both Passport and Amarok set out in the Amended Agreement be obtained.

Trading in the common shares of each of Passport and Amarok has been halted since January 8, 2014 and March 21, 2014 respectively. It is anticipated that the shares of Passport and Amarok will recommence trading on or about May 21, 2014.

Reader Advisory

The TSX Venture Exchange has in no way passed upon the merits of the Share Offering or Subscription Receipts Offering and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words "may", "expected", "believes" and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Passport and Amarok believe these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to the Share Offering, the Subscription Receipts Offering, the date of the Passport and Amarok shareholders meetings and the receipt of requisite shareholder approvals and the timing thereof. There is no assurance that the parties will carry out the terms of the Amended Agreement. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals and shareholder approvals, and other factors, many of which are beyond the control of Passport and Amarok. There is no assurance that all terms and conditions set forth in the Amended Agreement or any of the contemplated transactions set out therein will be undertaken or met in a timely manner. The forward-looking statements contained in this news release represent Passport's and Amarok's expectations as of the date hereof, and are subject to change after such date. Passport and Amarok each disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.

Contacts:
Passport Energy Ltd.
Bruce Murray
President & CEO
403-930-4061
[email protected]

Passport Energy Ltd.
Daniel Tiberio
COO
403-930-4070
[email protected]
www.passportenergy.com

Amarok Energy Inc.
Massimo Geremia
Director
(403) 984-1751
[email protected]
www.amarokenergy.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Performance is the intersection of power, agility, control, and choice. If you value performance, and more specifically consistent performance, you need to look beyond simple virtualized compute. Many factors need to be considered to create a truly performant environment. In his General Session at 15th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, discussed how to take advantage of a multitude of compute options and platform features to make cloud the cornerstone of your onlin...
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Software Defined Storage provides many benefits for customers including agility, flexibility, faster adoption of new technology and cost effectiveness. However, for IT organizations it can be challenging and complex to build your Enterprise Grade Storage from software. In his session at Cloud Expo, Paul Turner, CMO at Cloudian, looked at the new Original Design Manufacturer (ODM) market and how it is changing the storage world. Now Software Defined Storage companies can build Enterprise grade ...
CloudBees, Inc., has announced a $23.5 million financing round, led by longtime CloudBees investor Lightspeed Venture Partners. Existing investors Matrix Partners, Verizon Ventures and Blue Cloud Ventures also participated in the round. The latest funding announcement follows earlier rounds of $4 million, $10.5 million and $10.8 million, bringing the total investment in CloudBees to just under $50 million since the company’s inception in 2010. Previous venture investment rounds were led by Ma...
Hardware will never be more valuable than on the day it hits your loading dock. Each day new servers are not deployed to production the business is losing money. While Moore's Law is typically cited to explain the exponential density growth of chips, a critical consequence of this is rapid depreciation of servers. The hardware for clustered systems (e.g., Hadoop, OpenStack) tends to be significant capital expenses. In his session at Big Data Expo, Mason Katz, CTO and co-founder of StackIQ, disc...
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
"We are the top stocking distributor for HP renew products in North America. We can only sell to U.S. authorized partners and resellers for HP," explained Miguel Diazdelcastillo Jr., Sales Executive at Creative Business Solutions, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Puppet Labs on Wednesday released the DevOps Salary Report, based on salary data gathered from Puppet Labs' industry-recognized State of DevOps Report. The data confirms that market demand for DevOps skills is growing, and that DevOps engineers are among the highest paid IT practitioners today. That's because IT organizations today are grappling with how to be more agile and responsive to the business, while maintaining the stability of their infrastructure. DevOps practices, such as continuous ...
AppDynamics, the application intelligence leader for software-defined businesses, announced the general availability of the AppDynamics Fall '14 Release. Serving the combined needs of IT and business teams across the enterprise, the latest release provides a comprehensive view across all aspects of digital performance in ultra large scale deployments. AppDynamics delivers Application Intelligence by building out advanced capabilities across the key areas of analytics, unified monitoring and D...
In this Women in Technology Power Panel at 15th Cloud Expo, moderated by Anne Plese, Senior Consultant, Cloud Product Marketing at Verizon Enterprise, Esmeralda Swartz, CMO at MetraTech; Evelyn de Souza, Data Privacy and Compliance Strategy Leader at Cisco Systems; Seema Jethani, Director of Product Management at Basho Technologies; Victoria Livschitz, CEO of Qubell Inc.; Anne Hungate, Senior Director of Software Quality at DIRECTV, discussed what path they took to find their spot within the tec...
Can the spatial component of your Big Data be harnessed and visualized, adding another dimension of power and analytics to your data? In his session at Big Data Expo®, John Meza, Product Engineer and Performance Engineering Team Lead at Esri, discussed the spatial queries that can be used within the Hadoop ecosystem and their integration with GeoSpatial applications. The GIS Tools for Hadoop project was also discussed and its implementation to discover location-based patterns and relationships...
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete...
Wearable devices have come of age. The primary applications of wearables so far have been "the Quantified Self" or the tracking of one's fitness and health status. We propose the evolution of wearables into social and emotional communication devices. Our BE(tm) sensor uses light to visualize the skin conductance response. Our sensors are very inexpensive and can be massively distributed to audiences or groups of any size, in order to gauge reactions to performances, video, or any kind of present...