CALGARY, AB, Aug. 23, 2022 /CNW/ - Pan Orient Energy Corp. ("Pan Orient") (TSXV: POE) is pleased to announce that its shareholders overwhelmingly approved, at a special meeting held earlier today, the previously announced, on June 6, 2022, arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Pan Orient, its wholly owned subsidiary, CanAsia Energy Corp. ("CanAsia"), Dialog Systems (Asia) Pte Ltd. ("DIALOG") and its wholly owned subsidiary, 2432707 Alberta Ltd. (the "Purchaser").
The resolution to approve the Arrangement was approved by 99.6% of the votes cast by Pan Orient shareholders who voted in respect of the Arrangement resolution at the meeting, and by 99.2% of the votes cast by Pan Orient shareholders who voted in respect of the Arrangement resolution excluding votes that were required to be excluded by Canadian Securities Administrators Multilateral Instrument 61 101 – Protection of Minority Security Holders in Special Transactions. Shareholders also approved an Equity Incentive Plan for CanAsia by 96.0% of the votes cast.
Pursuant to the Arrangement: (a) Pan Orient will sell and transfer its non-Thailand business to CanAsia in exchange for the assumption of liabilities associated with the non-Thailand business and the issuance of shares of CanAsia; (b) Pan Orient shareholders will receive one CanAsia share for each Pan Orient share held; and (c) the Purchaser will acquire all of the issued and outstanding shares of Pan Orient for cash consideration of USD $0.788 for each share of Pan Orient.
As a result of the Arrangement: (a) DIALOG, through the Purchaser, will hold all of the issued and outstanding Pan Orient shares, and Pan Orient will continue to own Pan Orient's Thailand business; (b) Pan Orient shareholders will receive, through a series of steps, for each Pan Orient share held, a cash payment of USD $0.788 and one CanAsia share; and (c) CanAsia will be a new public company with its shares listed on the TSX Venture Exchange ("TSXV") (subject to satisfaction of the conditions of the TSXV), that will own Pan Orient's non-Thailand business, which includes: Pan Orient's 71.8% interest in Andora Energy Corporation, which has interests in oil sands properties in Sawn Lake, Alberta; convertible loans receivable from Andora; Pan Orient's interests in Indonesia, which operations are, effective January 1, 2020, considered discontinued operations for accounting purposes; and working capital and long term deposits.
Completion of the Arrangement is subject to certain conditions, including final approval of the Court of Queen's Bench of Alberta and delisting of the Pan Orient shares and listing of the CanAsia shares by the TSXV. Application for final approval of the Court will be made at 10:00 a.m. on Wednesday, August 24, 2022 and is expected to be obtained. TSXV conditional acceptance has been received.
If all conditions to the completion of the Arrangement are satisfied or waived, Pan Orient anticipates that the Arrangement will become effective on August 25, 2022 and that trading in CanAsia shares will commence on the TSXV (trading symbol CEC) at the opening of trading on Monday, August 29, 2022. Pan Orient shareholders at the close of business on August 24, 2022 will be entitled to receive, for each Pan Orient share held, the cash payment of USD $0.788 and one CanAsia share.
Further information regarding the Arrangement is contained in Pan Orient's July 20, 2022management information circular, available under Pan Orient's profile on SEDAR at www.sedar.com.
Pan Orient is a Calgary, Alberta based oil and gas exploration and production company with operations located onshore Thailand and in Western Canada.
DIALOG is a wholly owned subsidiary of DIALOG Group Berhad ("DIALOG Group"). DIALOG Group is a Kuala Lumpur headquartered leading integrated technical service provider to the energy sector, in Malaysia and internationally, with its shares listed on the Main Market of Bursa Malaysia.
United States Matters
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities to be issued and distributed pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The securities to be issued and distributed pursuant to the Arrangement will be issued and distributed in the United States pursuant to the exemption from registration set forth in Section 3(a)(10) of the United States Securities Act of 1933, as amended and similar exemptions under applicable state securities laws.