InPlay Oil Corp. completed the acquisition of Prairie Storm Resources Corp. from Directors and executive officers of Prairie Storm, Ingenio Global Inv. Ltd. and others.
The transaction is subject to the approval by two-thirds of the votes cast by the Prairie Storm Shareholders, the approval of the Alberta Court of Queen's Bench, certain regulatory approvals, including the respective approvals of the TSX and the TSXV Venture Exchange (the TSXV), holders of not more than 10% of the issued and outstanding Prairie Storm Shares shall have validly exercised Dissent Rights and InPlay shall have completed its committed financing arrangements required to fund the cash consideration payable to Prairie Storm Shareholders. All of the directors and executive officers of Prairie Storm and certain other Prairie Storm Shareholders, collectively holding an aggregate of approximately 67.46% of the outstanding Prairie Storm Shares, have entered into support agreements with InPlay and have agreed to support the transaction and vote in favour of the transaction at the Meeting, subject to the terms and conditions of such support agreements. The Board of Prairie Storm and InPlay has unanimously approved the transaction. Closing of the Acquisition is expected to occur shortly following the meeting of Prairie Storm Shareholders. As of November 1, 2021, shareholders of Prairie Storm will hold special meeting of shareholders on November 29, 2021 to approve the transaction. As of November 29, 2021, the Court of Queen's Bench of Alberta has granted a final order approving the previously announced plan of arrangement and shareholders of Prairie approved the transaction. As of November 29, 2021, As of October 4, 2021, the transaction is expected to complete on or about November 30, 2021.
Tudor, Pickering, Holt & Co. and National Bank Financial Inc. acted as financial advisors to Prairie Storm. Scott W.N. Clarke of Blake, Cassels & Graydon LLP acted as legal advisor and proxy solicitor and National Bank Financial Inc. provided fairness opinion to Prairie Storm. ATB Capital Markets and Eight Capital acted as financial advisors to InPlay with respect to the transaction and its financing arrangements. Michael D. Sandrelli of Burnet, Duckworth & Palmer LLP acted as legal advisor to InPlay. Eight Capital Corp. provided fairness opinion to Board of Directors of InPlay. Computershare Trust Company of Canada acted as transfer agent and registrar for InPlay.
InPlay Oil Corp. (TSX:IPO) completed the acquisition of Prairie Storm Resources Corp. (TSXV:PSEC) from Directors and executive officers of Prairie Storm, Ingenio Global Inv. Ltd. and others on November 30, 2021. Prairie Storm Shares will be delisted from trading on the TSX Venture Exchange within 2 to 3 business days following the press release dated November 30, 2021.