Donnybrook proposes up to 1:43 rollback, name change
2013-08-12 06:06 ET - News Release
Mr. Malcolm Todd reports
DONNYBROOK PROVIDES CORPORATE UPDATE
Donnybrook Energy Inc. is proposing to consolidate its common shares and change the name of the company. Additional information relating to the proposed share consolidation and name change is included in Donnybrook's information circular dated Aug. 8, 2013, which is available on SEDAR.
Donnybrook has mailed the information circular with respect to its annual and special meeting of shareholders of the company scheduled for Sept. 6, 2013. As part of that meeting, shareholders will be asked to consider and approve a special resolution to consolidate the issued and outstanding common shares of the company on the basis of one postconsolidation common share for up to every 43 preconsolidation common shares, or such lesser ratio that the board of directors of the company, in its sole discretion, may determine to be appropriate. In addition, shareholders will be asked to consider and approve a special resolution to change the name of the company to Deca Exploration Inc. or such other name as the board may determine to approve.
There are currently 195,436,066 common shares issued and outstanding. Assuming a consolidation ratio of 43 preconsolidation common shares for each postconsolidation common share, the consolidation would result in there being approximately 4,545,024 common shares issued and outstanding.
The board considers that the consolidation would be in the best interests of the shareholders as it could lead to increased interest by a wider audience of potential investors and would better position the company to obtain financing and pursue acquisition opportunities.
To be effective, each of the consolidation and name change must be approved by at least two-thirds of the shareholders present or represented by proxy at the meeting. In addition, each of the consolidation and name change are also subject to approval by the TSX Venture Exchange. If approved by the shareholders, the board may determine not to proceed with the consolidation and/or name change, in its sole discretion.
Additionally, at the meeting, shareholders will be asked to consider and approve an ordinary resolution confirming an amendment to the company's bylaws relating to the advance notice for the nomination of directors. The board has approved the bylaw amendment, subject to approval by the shareholders at the meeting. The bylaw amendment will not be in force prior to the meeting being held.
Donnybrook will continue to consider strategic alternatives and the maximization of shareholder value and which alternatives may include further acquisitions or dispositions of assets, recapitalization or mergers with other companies. Except as required by law, Donnybrook does not intend to disclose developments with respect to strategic alternatives until the board of directors of the company has approved a definitive transaction or strategic alternative. The company cautions that there are no guarantees that a transaction will be undertaken or a strategic alternative pursued.
Donnybrook has a net cash position of approximately $3-million, is debt free and is currently producing approximately 275 net barrels of oil equivalent per day from its properties located at Bigstone and Fir, Alta.
We seek Safe Harbor.