Blue Sky and Irati Energy Terminate Amalgamation Agreement and Other Corporate Updates
December 18, 2018 - 8:00 PM EST
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Blue Sky and Irati Energy Terminate Amalgamation Agreement and Other Corporate Updates
TORONTO, Dec. 18, 2018 (GLOBE NEWSWIRE) -- Blue Sky Energy Inc. (TSXV: BSI) (“Blue Sky”), Irati Energy Corp. (“Irati”) and 2597534 Ontario Inc. have mutually agreed to terminate the amalgamation agreement dated November 9, 2017 (the “Agreement”) pursuant to its terms. Blue Sky would like to thank management of Irati for their cooperation in the past year even though the proposed reverse take-over transaction was not consummated. Blue Sky plans to apply to the TSX Venture Exchange to have its common shares resume trading.
Shares for Debt Transaction
Pursuant to the shares for debt settlement resolution passed at Blue Sky’s shareholders meeting held on December 5, 2018, Blue Sky has entered into debt settlement agreements (collectively, the “Debt Settlement Agreements”) with each of Aberdeen International Inc., Forbes & Manhattan, Inc., Ahmed Said and Neil Said (collectively, the “Creditors”) whereby Blue Sky would issue common shares of the company at a deemed price of $0.50 per common share in full and final settlement of the amounts owing to the Creditors (the “Shares for Debt Transaction”). As of September 31, 2018, a total of $1,265,513.00 was owed to the Creditors, resulting in a total issuance of 2,531,026 common shares representing 7.57% of the total issued and outstanding common shares of Blue Sky after the Shares for Debt Transaction. The Shares for Debt Transaction is subject to acceptance by the TSX Venture Exchange.
The board and management of Blue Sky believe that the Shares for Debt Transaction is in the best interests of Blue Sky because the Creditors have agreed to settle the debts owed to them for common shares at a price per share of $0.50, the market price of the common shares of Blue Sky at the time such common shares were halted, and allows Blue Sky to preserve its cash positions for other uses.
The Shares for Debt Transaction constitutes a “related party transaction” for Blue Sky pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Ahmed Said and Neil Said are senior officers of Blue Sky and Forbes & Manhattan, Inc. and Aberdeen International Inc. each hold more than 10% of the issued and outstanding common shares of Blue Sky. The Creditors are therefore related parties of Blue Sky.
Blue Sky is exempt from the requirements to obtain a formal valuation for the Shares for Debt Transaction pursuant to section 5.5(a) of MI 61-101 - Issuer not Listed on Specified Markets, as Blue Sky is not listed or quoted on any of the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Shares for Debt Transaction is also exempt from the minority approval requirement of MI 61-101 pursuant to section 5.7(a) of MI 61-101 - Fair Market Value Not More Than 25% of Market Capitalization, as the fair market value of the subject of the Shares for Debt Transaction and the consideration paid in the Shares for Debt Transaction, in both cases as in relation to the interested parties, is less than 25% of the market capitalization of Blue Sky. A material change report in respect of the Shares for Debt Transactions will be filed by the Blue Sky but could not be filed earlier than 21 days prior to its completion due to the fact that the Shares for Debt Transaction is subject to approval by the TSX Venture Exchange.
Management Update
Blue Sky is also pleased to announce that it has appointed Kenny Choi as the Corporate Secretary of the Company. Mr. Choi is a corporate lawyer who is corporate secretary and legal consultant to various TSX and TSX Venture listed companies in the mining and technology industries. He was previously an associate at a large Toronto corporate law firm, where he worked on a variety of corporate and commercial transactions. Mr. Choi studied at Western University, where he obtained a Juris Doctor from the Faculty of Law and an Honours Business Administration degree from the Ivey Business School.
Mr. Choi replaces Neil Said, the former Corporate Secretary of Blue Sky. Management and board of directors of Blue Sky would like to thank Mr. Said for his services and continued support of Blue Sky.
About Blue Sky:
Blue Sky Energy Inc. is a Canadian oil and gas exploration company.
This news release contains forward-looking information relating to the Company's growth and corporate strategy, and other statements that are not historical facts. Forward-looking information relates to management's future outlook and anticipated events or results, and may include statements or information regarding the Shares for Debt Transaction; and the future plans or prospects of the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
Forward looking-information is subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what is currently expected. These factors include risks and uncertainties associated with oil and gas exploration, development, exploitation, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, reliance on key personnel, regulatory risks and delays and other risks and uncertainties discussed in the management discussion and analysis section of the Company’s interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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
