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CALGARY, Alberta, Nov. 29, 2021 (GLOBE NEWSWIRE) -- InPlay Oil Corp. ("InPlay") (TSX:IPO) and Prairie Storm Resources Corp. (TSXV: PSEC) ("Prairie Storm" or the "Corporation") are pleased to announce that the Court of Queen's Bench of Alberta (the "Court") has granted a final order approving the previously announced plan of arrangement (the "Arrangement") involving, among others, Prairie Storm, InPlay and the holders (the "Shareholders") of common shares of Prairie Storm ("Prairie Storm Shares"). Pursuant to the Arrangement, InPlay will acquire all of the issued and outstanding Prairie Storm Shares in exchange for 0.0524 of a common share of InPlay and $0.2514 in cash for each outstanding Prairie Storm Share.
Receipt of the final order of the Court followed the special meeting of Shareholders held early this morning (the "Meeting"), where Shareholders voted overwhelmingly in favour of a special resolution (the "Arrangement Resolution") approving the Arrangement. A total of 144,113,916 Prairie Storm Shares, representing approximately 97.76% of issued and outstanding Prairie Storm Shares, were voted at the Meeting. The Arrangement Resolution was approved by the requisite majorities of Shareholders, as follows:
# Votes For
% Votes For
# Votes Against
% Votes Against
(1) More than two-thirds (66⅔ per cent) of the votes cast by Shareholders, voting together as a single class, present in person or represented by proxy at the Meeting voted in favour of the Arrangement Resolution, as required by the interim order of the Court.
(2) More than a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, after excluding the votes cast by those persons whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement Resolution, as required by the interim order of the Court.
Additional information regarding the Arrangement is provided in the management information circular of Prairie Storm dated October 26, 2021, which is available on Prairie Storm's SEDAR profile at www.sedar.com. Assuming the satisfaction of the remaining conditions to closing, the Arrangement is expected to close tomorrow, November 30, 2021.
Q3 2021 DISCLOSURE FILINGS
In addition, Prairie Storm is also pleased to announce the filing of Prairie Storm's unaudited interim condensed consolidated financial statements (the "Q3 2021 Financial Statements") and related management's discussion and analysis (the "Q3 2021 MD&A"), each as at and for the three and nine months ended September 30, 2021. Copies of the Q3 2021 Financial Statements and Q3 2021 MD&A are available on Prairie Storm's SEDAR profile at www.sedar.com.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred to in this press release are stated in Canadian dollars unless otherwise specified.
FORWARD LOOKING-INFORMATION AND ADVISORIES
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities laws ("forward-looking information"). The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. In particular, but without limiting the foregoing, this news release contains forward-looking information pertaining to: statements with respect to the Arrangement, including the ability of Prairie Storm and InPlay to satisfy the remaining conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Prairie Storm or InPlay, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although Prairie Storm and InPlay have 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. 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 information and statements. Accordingly, readers should not place undue reliance on forward-looking information.
The forward-looking information contained in this news release speaks only as of the date of this news release, and neither Prairie Storm nor InPlay assumes any obligation to publicly update or revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be 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 news release.
For further information, please contact:
InPlay Oil Corp.
Prairie Storm Resources Corp.
President and Chief Executive Officer
President and Chief Executive Officer
Chief Financial Officer
VP Business Development