|By Marketwired .||
|June 18, 2014 04:36 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 06/18/14 -- Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ.H) and Momentus Energy Corp. ("Momentus") announce they have amended the previously announced arrangement agreement between them so as to extend the outside date by which Momentus shall acquire Veraz by way of reverse take-over pursuant to a plan of arrangement (the "Reverse Take-Over") in accordance with such agreement from June 30, 2014 to July 31, 2014. The purpose of the extension is to facilitate the completion of Momentus' previously announced private placement of subscription receipts, it being a condition to completion of the Reverse Take-Over that Momentus raise minimum aggregate gross proceeds of $11 million pursuant to the private placement.
In connection with such extension, Veraz intends to conduct the annual business to be conducted at its annual and special meeting of shareholders to be held on June 20, 2014, and then adjourn the meeting to 10:00 a.m. (Calgary time) on July 17, 2014, at which time it will conduct the special business related to the approval of the Reverse Take-Over and the related consolidation and name change, all as described in the joint information circular and proxy statement of Veraz and Momentus dated May 14, 2014 (the "Circular"). The date, time and place of the adjourned meeting will be confirmed in a further press release to be issued following the adjournment of the meeting on June 20, 2014.
In addition, Momentus announces that it has postponed its special meeting of shareholders to be held to approve the Reverse Take-Over until 9:00 a.m. (Calgary time) on July 17, 2014 at the office of Dentons Canada LLP, Suite 1500, 850 - 2nd Street S.W., Calgary, Alberta.
The directors of each of Veraz and Momentus have unanimously approved the Reverse Take-Over and continue to recommend that their respective shareholders vote in favour thereof.
Shareholders of Veraz and Momentus who have not voted or wish to change their vote with respect to the Reverse Take-Over and any related matters may do so by following the instructions set forth on the proxy or voting instruction form provided to them. A shareholder may also revoke a previously voted proxy with an instrument in writing, including another proxy, signed by the shareholder and delivered to Veraz or Momentus, as applicable. In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial shareholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.
Completion of the Reverse Take-Over is subject to a number of conditions, including TSX Venture Exchange ("TSXV") acceptance and disinterested shareholder approval. The Reverse Take-Over cannot close until the required shareholder approval is obtained. There can be no assurance that the Reverse Take-Over will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular prepared in connection with the Reverse Take-Over, any information released or received with respect to the Reverse Take-Over may not be accurate or complete and should not be relied upon. Trading in the securities of Veraz should be considered highly speculative.
The TSXV in no way passed upon the merits of the proposed Reverse Take-Over and has neither approved nor disapproved the contents of this press release.
Forward Looking Statements
This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding the anticipated adjournment of the Veraz shareholder meeting, the anticipated time and date of such adjourned meeting, and the anticipated date, time and place of the postponed meeting of Momentus shareholders. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Momentus' and Veraz's control, including the ability of Momentus and Veraz to satisfy the conditions to completion of the Reverse Take-Over, and the successful completion of Momentus' private placement. Although Momentus and Veraz believe that the expectations in their respective forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, neither Veraz or Momentus undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
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.
Veraz Petroleum Ltd.
Chairman of the Board
Momentus Energy Corp.
President and Chief Executive Officer