/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, Oct. 7, 2014 /CNW/ - Palliser Oil & Gas
Corporation ("Palliser" or the "Company") (TSX
VENTURE:PXL)" wishes to report to shareholders on the Company's
Annual and Special Meeting.
Palliser shareholders today overwhelmingly approved the proposed
amalgamation with Maha Energy Inc. ("Maha") (the
"Transaction") by a vote of approximately 98% of the votes
cast in favour of the amalgamation. No dissent rights to the
Transaction were exercised by Palliser shareholders.
In addition, Palliser has been advised by Maha that the Maha
shareholders have overwhelmingly approved the Transaction by a vote
of 100% of the votes cast in favour and, again, no dissent rights
to the proposed Transaction were exercised by Maha
shareholders.
The Transaction remains subject to a number of usual conditions
previously outlined in the joint press release of Palliser and Maha
on July 30, 2014 and described in the Joint Information
Circular dated September 12, 2014
which may be found under Palliser's filings on SEDAR at
www.sedar.com. It is currently expected that the Transaction
will close on or about October 30, 2014.
Principal among the outstanding conditions is the completion of
an equity financing of at least US$15,000,000 at US$1.50 per Maha share and a non‑convertible bond
issue of at least US$55,000,000 both
of which are currently underway by Maha.
In accordance with the amalgamation agreement between Palliser
and Maha made July 30, 2014, the conditions, including the
financing condition, must be satisfied on or before October 31, 2014.
Palliser shareholders also approved the share compensation
arrangements: namely the stock option plan and share unit plan; and
the termination of the Company's shareholder rights plan, subject
to completion of the Transaction.
About Palliser
Palliser is a Calgary-based
junior oil and gas company focused on high netback heavy oil
production in the greater Lloydminster area of Alberta and Saskatchewan.
Disclaimers
Forward Looking Statements
Certain information included in this press release constitutes
forward-looking information under applicable securities
legislation. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this press release may include, but
is not limited to, timing for completion of the Amalgamation and
matters related or incidental thereto. Forward-looking information
is based on a number of factors and assumptions which have been
used to develop such information but which may prove to be
incorrect. Although Palliser believes that the expectations
reflected in its forward-looking information are reasonable, undue
reliance should not be placed on forward-looking information
because Palliser can give no assurance that such expectations will
prove to be correct. In addition to other factors and assumptions
which may be identified in this press release, assumptions have
been made regarding and are implicit in, among other things, the
timely receipt of any required regulatory approvals (including
shareholder approvals). Readers are cautioned that the foregoing
list is not exhaustive of all factors and assumptions which have
been used.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks and
uncertainties which could cause actual results to differ materially
from those anticipated by Palliser and described in the
forward-looking information. The forward-looking information
contained in this press release is made as of the date hereof and
Palliser undertakes no obligation to update publicly or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, unless required by
applicable securities laws. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement.
United States Matters
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The shares in the resulting
amalgamated corporation to be offered have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended
and may not be offered or sold in the
United States or to a U.S. person absent registration or an
applicable exemption from the registration requirements.
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.
SOURCE Palliser Oil & Gas Corporation