CALGARY, AB, July 27, 2022 /CNW/ - Pan Orient Energy Corp. ("Pan Orient") (TSXV: POE) announced today that it has obtained an Interim Order of the Court of Queen's Bench of Albertaproviding for, among other things, the holding of a meeting of the holders of common shares of Pan Orient to approve the previously announced 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").
A special meeting of Pan Orient shareholders to vote on the Arrangement and other matters will be held at the Calgary Petroleum Club, Viking Room, 319 – 5th Avenue SW, Calgary, Alberta, on Tuesday, August 23, 2022, commencing at 9:00 a.m. (Calgary time). Pan Orient has mailed a management information circular regarding the meeting to shareholders, which is also available through Pan Orient's issuer profile on the SEDAR website at www.sedar.com and its website at www.panorient.ca
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 (other than dissenting 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 (other than dissenting 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 expected to be 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, estimated to be approximately $7.1 million.
Completion of the Arrangement is subject to certain conditions, including approval of the Pan Orient shareholders, final approval of the Court of Queen's Bench of Alberta and conditional approval of the delisting of the Pan Orient shares and listing of the CanAsia shares by the TSXV. If all conditions to the completion of the Arrangement are satisfied or waived, Pan Orient anticipates that the Arrangement will become effective on or about August 25, 2022.
The Pan Orient directors have received a fairness opinion from Research Capital Corporation dated June 5, 2022 to the effect that, as of that date and subject to the assumptions, limitations and qualifications contained in the opinion, the consideration to be received by Pan Orient shareholders pursuant to the Arrangement is fair, from a financial point of view, to Pan Orient shareholders. The Pan Orient directors have unanimously determined that the Arrangement is in the best interests of Pan Orient and is fair, from a financial point of view, to Pan Orient shareholders and unanimously recommend that shareholders vote FOR the resolution to approve the Arrangement.
Pan Orient is a Calgary, Alberta based oil and gas exploration and production company with operations currently 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.