Wednesday, December 12, 2018

Velvet Energy and Iron Bridge Resources Announce Successful Tender and Take-up of 81.98% of Iron Bridge Common Shares

Resignation of Iron Bridge Board of Directors & Officers; Velvet to Appoint New Slate of Directors & Officers

  • 81.98% of Iron Bridge common shares tendered, exceeding Velvet’s minimum 2/3rds condition
  • Velvet to take-up and pay for 126.9 million of the currently outstanding common shares of Iron Bridge and extend offer ten days to October 5, 2018
  • Iron Bridge Board of Directors and Officers to resign
  • Velvet to appoint new Board of Directors and Officers
  • Iron Bridge to file notice of special meeting of Iron Bridge shareholders for November 6, 2018
  • Shareholders can tender today by contacting Kingsdale Advisors at 1-866-879-7650 or by e-mail at [email protected]

CALGARY, Alberta, Sept. 24, 2018 (GLOBE NEWSWIRE) -- Velvet Energy Ltd. (“Velvet”, “we”, “us” or “our”) and Iron Bridge Resources Inc. (TSX: IBR) (“Iron Bridge”), today announce that Iron Bridge shareholders, representing 126.9 million of the currently outstanding common shares or 81.98%, have tendered to Velvet’s amended $0.845 per share all cash offer.  Velvet has taken-up and will pay for these shares and is extending the offer to October 5, 2018 to allow remaining shareholders to tender to the offer. 

On take-up Velvet will have a controlling interest in Iron Bridge and intends to immediately proceed with a second stage transaction to acquire the remaining shares.  Given Velvet’s controlling interest, the outcome of the second stage is assured and minority shareholders are encouraged to immediately tender in order to expedite their receipt of cash entitlement.

Ken Woolner, President & CEO of Velvet Energy, commented “we are very pleased to see the resounding support for our amended offer for Iron Bridge common shares.  We encourage shareholders that have not yet tendered to do so during this extended window to receive your cash consideration as expeditiously as possible.” 

RESIGNATION OF CURRENT IRON BRIDGE BOARD OF DIRECTORS AND OFFICERS; VELVET TO APPOINT NEW DIRECTOR & OFFICER SLATE

Effective September 25, 2018, the serving members of the Board of Directors of Iron Bridge, including Joshua Young, Chairman, Dean Bernhard, Robert Colcleugh, Jay Paul McWilliams, Steve Oldham and Marshall Abbott, will resign.  Additionally, the Officers of Iron Bridge, including Robert Colcleugh, Tim Krysak, Dean Bernhard, Jeremy Smith, Gregg Nixon and Zoran Jankovic, will resign their positions with the company. 

Velvet will appoint a new slate of Directors, including Harvey Doerr as Chairman and Vincent Chahley, Debbie Stein and Ken Woolner.  This Board, will in turn, appoint a new Officer slate including: Ken Woolner, President & CEO, Chris Theal, Chief Financial Officer, Peter Henry, Vice President, Finance and Jeremy Kwasnecha, Vice President, Operations. 

NOTICE OF EXTENSION AND NOTICE OF IRON BRIDGE RESOURCES MEETING OF SHAREHOLDERS

With the initial uptake of Iron Bridge common shares, Velvet has extended its offer for the uptake of additional Iron Bridge common shares for ten days to October 5, 2018.  This Notice of Extension and a Notice of Special Meeting of Iron Bridge shareholders to be held in Calgary on November 6, 2018, for the purposes of approving the acquisition and amalgamation of Iron Bridge by Velvet Energy Ltd., will be filed on SEDAR under Iron Bridge’s profile at www.sedar.com.  Given Velvet’s controlling interest the approval of the acquisition is assured.

CONTACT KINGSDALE ADVISORS TO TENDER YOUR SHARES

Remaining shareholders of Iron Bridge are encouraged to contact Kingsdale Advisors for assistance in depositing their shares to the offer, by calling toll-free in North America at 1-866-879-7650 or call collect outside North America at 1-416-867-2272 or by email at [email protected].

About Velvet

Velvet Energy Ltd. is a privately-held, full-cycle exploration and production company. Focused in the liquids-rich gas and light oil window of the Deep Basin of Alberta, the Company executes an organic growth business plan, including early land capture, technical evaluation, exploration and development of internally generated prospects. Headquartered in Calgary, Velvet has current production of approximately 30,000 boe per day, prior to the acquisition of Iron Bridge, and a focused land position consisting of over one million net undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light oil exploration at Gold Creek.

Important Notice

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release includes statements respecting the offer, including the benefits, results, effects and timing of any such transaction and the completion thereof, if at all. Forward-looking statements in this news release describe the expectations of Velvet as of the date hereof. These statements are based on assumptions and 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 for a variety of reasons, including without limitation, the ability to obtain regulatory approvals and meet the other conditions to any possible transaction. Although Velvet believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.

For further information:

Ken Woolner
President and Chief Executive Officer
(403) 781-9134

Chris Theal
Chief Financial Officer
(403) 781-9162

Peter Henry
Vice President, Finance
(403) 781-9133

Media Contact:

Kingsdale Advisors
Ian Robertson, 416-867-2333
Executive Vice President, Communication Strategy
[email protected]
Cell: 647-621-2646


Source: NASDAQ