/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Sept. 5, 2013 /CNW/ - TORC Oil & Gas Ltd. ("TORC" or the
"Company") (TSX:TOG) is pleased to announce that at a special meeting
of its shareholders held today, it has received the requisite approvals
in connection with the previously announced: (i) private placement of
subscription receipts (the "CPPIB Investment") to the Canada Pension
Plan Investment Board ("CPPIB"), (ii) amendment of TORC's articles to
permit the payment of stock dividends on TORC's common shares ("TORC
Shares"), (iii) consolidation on the basis of 1 post-consolidation TORC
Share for every 5 pre-consolidation TORC Shares (the "Consolidation"),
and (iv) adoption of TORC's share award incentive plan.
It is expected that the acquisition of light oil and liquids weighted
assets in southeast Saskatchewan that was announced on July 16, 2013
(the "Acquisition") will be completed on September 9, 2013, upon which
all subscription receipts issued pursuant to the CPPIB Investment and
the previously announced prospectus offering will be converted to TORC
Shares. TORC intends to effect the Consolidation on September 10,
2013, and Letters of Transmittal will be mailed to TORC registered
shareholders concurrently. It is anticipated that the TORC Shares will
trade on a post-consolidated basis on the Toronto Stock Exchange
shortly thereafter.
About TORC Oil & Gas
TORC was founded in December, 2010 and has employed a consistent
strategy since inception to position the company for value creation by
focusing on light oil opportunities. The TORC strategy has been to
underpin future production growth with exposure to development focused
light oil assets, while positioning the company for significant value
upside through early identification and land capture in emerging light
oil resource plays.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Note Regarding Forward Looking Statements
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This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated completion of the Acquisition, the issuance of common
shares pursuant to subscription receipts and the timing thereof, the
timing of the consolidation and use of the proceeds from the Bought
Deal Financing and CPPIB Investment.
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The forward-looking statements are based on certain key expectations and
assumptions made by TORC, including the due satisfaction of the
conditions to the closing of the Acquisition and the receipt of all
required stock exchange and regulatory approvals.
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Although TORC believes that the expectations and assumptions on which
the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because TORC can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to
a number of factors and risks. These include the failure to close the
Acquisition at the expected time or at all, the failure to obtain the
required shareholder approval of the CPPIB Investment, the failure to
receive required regulatory or stock exchange approvals on acceptable
terms or at all or a delay in the listing of the subscription receipts
issued pursuant to the Bought Deal Financing on the TSX.
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The forward-looking statements contained in this press release are made
as of the date hereof and TORC undertakes no obligation to update
publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
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SOURCE TORC Oil & Gas Ltd.
TORC Oil & Gas Ltd.
Brett Herman
President and Chief Executive Officer
403.930.4122
TORC Oil & Gas Ltd.
Jason J. Zabinsky
Vice President, Finance and Chief Financial Officer
403.930.4123
Website: www.torcoil.com
Copyright CNW Group 2013