Petrodorado Energy Announces Receipt of the Exchange Conditional Approval for the Reverse Takeover Acquisition of Western Atlas
Resources
Vancouver, British Columbia and Calgary, Alberta (FSCwire) - Petrodorado
Energy Ltd. (“Petrodorado” or the “Company”) (TSXV: PDQ), is pleased to
announce that TSX Venture Exchange Inc. (the “Exchange”), has confirmed that the Company’s proposed Reverse
Takeover Transaction (the “RTO”) with Western Atlas Resources Inc. (“WAR” or “Western
Atlas”) has been conditionally approved by the Executive Listing Committee of the TSX Venture Exchange (the
“Exchange”). Final acceptance of the RTO and the listing of the common shares in the capital of the Resulting
Issuer is conditional upon completion of all remaining filing requirements under sections 5.1 to 5.3 of Exchange Policy 5.2, as
well as Exchange Policy 5.8 (Name change), which includes evidence of the receipt of approval from the shareholders of the
Company to the RTO.
Principal Escrow Agreement:
Pursuant to Exchange Policy 5.4, over 26 million common shares in the capital of the Resulting Issuer which will be
held by principals upon closing will be subject to Tier 2 Value escrow provisions and will be released in installments over a
3-year period.
About the RTO:
After giving effect to the RTO, it is expected that former WAR shareholders will hold approximately 65% of the
issued and outstanding shares in the capital of the Resulting Issuer (“Resulting Issuer Shares”) or
approximately 58.6% on a partially diluted basis (assuming conversion of Petrodorado warrants issued in its most recent financing
with a strike price of CDN$0.15 and exercise of Petrodorado options having an exercise price below CDN$0.15).
A special meeting of the holders of Petrodorado Shares (the “Shareholder Meeting”) is expected to
be held on or about March 7, 2018 to approve the RTO and related matters. Directors and officers of Petrodorado and holders
of 5% or more of the class B common shares in the capital of Petrodorado (“Petrodorado Shares”), collectively
holding an aggregate of 8,397,548 Petrodorado Shares (being 36.1% of the issued and outstanding Petrodorado Shares), have entered
into support agreements with WAR pursuant to which they have agreed to vote in favour of the various transactions contemplated by
the amalgamation agreement executed amongst Petrodorado, WAR and a wholly owned subsidiary of Petrodorado (the
“Amalgamation Agreement”). These holders have also agreed not to sell 1/3 of their Resulting Issuer
Shares for a period of 6 months from the closing of the RTO, and not to sell a further 1/3 of their Resulting Issuer Shares until
12 months from the closing date of the RTO.
Additional information concerning the Shareholder Meeting and the RTO will be included in the management
information circular to be delivered to holders of Petrodorado Shares setting forth the business to be conducted at the
Shareholder Meeting. The management information circular is expected to be mailed to the Petrodorado shareholders later this
week. Further details regarding the Shareholder Meeting will be provided in a subsequent news release.
About WAR:
WAR is a private company incorporated on October 9, 2013 under the Business Corporations Act (British
Columbia) (“BCBCA”) and became active in December 2016. WAR has one wholly-owned subsidiary, 5530 Nunavut Inc.,
which was incorporated under the laws of Nunavut, and registered under the Business Corporations Act (Northwest
Territories) on November 24, 2016. 5530 Nunavut Inc. holds WAR’s interest in the Meadowbank and the Committee Bay mineral
properties located in Nunavut, Canada.
General Development of the Business
WAR’s Meadowbank and Committee Bay properties include approximately 170,000 hectares of highly prospective and
strategically located mining claims. In the Meadowbank area, WAR’s properties are along trend with Agnico Eagle’s Meadowbank gold
mine, Amaruq’s gold deposit, and Aura Silver’s Greyhound deposit. In the Committee Bay area, WAR’s properties are along trend
with Auryn Resource’s Three Bluffs deposit. Please see below for maps of WAR’s properties. WAR’s properties benefit from existing
local infrastructure and labour market. In the Meadowbank area, Baker Lake provides summer shipping access via Hudson Bay and
year-round airport facilities. Agnico Eagle maintains a 1,100m gravel airstrip and 110km all-weather road, which passes through
certain of WAR’s claims, from Baker Lake to Agnico’s mine site. In the Committee Bay area, Baker Lake and Rankin Inlet are hubs
for mining activities in the region, and WAR looks forward to both accessing and enhancing labour and employment opportunities in
these districts.
Goldcorp and Agnico Eagle have heavily invested in the junior exploration companies operating in the area. In
January 2017, Goldcorp invested over C$40M in Auryn Resources while Aura Silver’s Greyhound project is optioned to Agnico Eagle.
In April 2017 Agnico Eagle has completed over 1,500 metres of drilling program on Aura Silver’s Greyhound Project.
Meadowbank Project
Unless otherwise stated, the information that follows relating to the Meadowbank Project is derived from, and in
some instances, is an extract from, the Meadowbank Area Project, Technical Report NI 43-101, prepared Paul Chamois, M.Sc. (A), P.
Geo., Principal Geologist with Roscoe Postle Associates (“RPA”) on September 15, 2017. Paul Chamois is a
“qualified person” and “independent” of Petrodorado and WAR as such terms are defined in National Instrument 43-101 (“NI
43-101”).
Property Description and Location
The Meadowbank Area Project consists of three non-contiguous claim blocks located in the eastern part of the
District of Kivalliq, Nunavut Territory, approximately 29 km to 106 km north of the settlement of Baker Lake and 280 km northwest
of the town of Rankin Inlet. All claim blocks comprising the property are accessible by an all-weather, private road linking
Baker Lake to the Agnico Eagle Mines Limited’s (“Agnico Eagle”) Meadowbank Mine and Agnico Eagle’s Amaruq
deposit. Permission is required from Agnico Eagle to use the Meadowbank Mine road. Fixed-wing and helicopter charters may be
arranged either from Rankin Inlet, Nunavut, or from Yellowknife, Northwest Territories.
The claim blocks are located between 29 km and 106 km north of Baker Lake. The three blocks are centred at a point
82 km north of Baker Lake at approximately 633,300mE, 7,200,000mN (NAD 83, Zone 14). The Project is located within 1:50,000 scale
NTS map sheets 56D/12 (Whitehills Lake), 66A/09 (Halfway Hills), 66A/16 (Amarulik Lake), and 66H/01 (unnamed).
To view the graphic in its original size, please click here
Land Tenure
The Project consists of three non-contiguous blocks totaling 56 claims and covering an area of 57,844 ha. The
Project claim blocks are referred to as Area “A” or Block “A” consisting of 12 claims totaling 10,046 ha, Area “B” or Block “B”
consisting of 34 claims totaling 39,127 ha, and Area “C” or Block “C” consisting of 10 claims totaling 8,671 ha.
To view the graphic in its original size, please click here
(This figure is WAR elaboration and not part of the Meadowbank Area Project, Technical Report NI 43-101,
prepared Paul Chamois, M.Sc. (A), P. Geo., Principal Geologist with Roscoe Postle Associates (“RPA”) on September 15,
2017).
The claims were ground staked by Discovery Mining Services Ltd. (Discovery) of Yellowknife, Northwest Territories
on behalf of 5530 Nunavut Inc., a wholly-owned subsidiary of Western Atlas. The taking was completed in two phases with the
filing of the mineral claims recording applications with the Indigenous and Northern Affairs of Canada (“INAC”)
on January 1, 2017 and February 16, 2017, respectively.
Committee Bay Project
Unless otherwise stated, the information that follows relating to the Committee Bay Project is derived from, and in
some instances, is an extract from, the Committee Area Project, Technical Report NI 43-101, prepared Paul Chamois, M.Sc. (A), P.
Geo., Principal Geologist with RPA on September 8, 2017. Paul Chamois is a “qualified person” and “independent” of Petrodorado
and WAR as such terms are defined in NI 43-101.
Property Description and Location
The Committee Bay Project consists of three non-contiguous blocks of claims located in eastern part of the
Kitikmeot Region of Nunavut, located approximately 430 km north of the town of Rankin Inlet. The Project is only accessible by
air. Fixed-wing and helicopter charters may be arranged either from Rankin Inlet, Nunavut, or from Yellowknife, Northwest
Territories (NWT).
The three claim blocks are located within a rectangular area with east-west dimensions of 60 km and north-south
dimensions of 85 km. The approximate centre of this rectangular area is located at Universal Transverse Mercator (UTM)
co-ordinates 7,362,000m N and 512,800m E (NAD 83, Zone 15N). The Project is located within National Topographic System (NTS)
1:250,000 scale map sheets 56K (Laughland Lake).
To view the graphic in its original size, please click here
Land Tenure
The Project consists of three non-contiguous blocks totaling 95 claims and covering an area of approximately
114,355.5 ha. The Project claim blocks are referred to in this report variously as Area “A” or Block “A” consisting of 18 claims
totaling 20,687.5 ha, Area “B” or Block “B” consisting of 47 claims totaling 56,518.0 ha, and Area “C” or Block “C” consisting of
30 claims totaling 37,150.0 ha.
To view the graphic in its original size, please click here
(This figure is WAR elaboration and not part of the Committee Area Project, Technical Report NI 43-101,
prepared Paul Chamois, M.Sc. (A), P. Geo., Principal Geologist with Roscoe Postle Associates (“RPA”) on September 8,
2017).
The claims were ground staked by Discovery Mining Services Ltd. (Discovery) of Yellowknife, Northwest Territories
on behalf of 5530 Nunavut Inc., a wholly-owned subsidiary of Western Atlas.
About Petrodorado
Petrodorado is engaged in petroleum and natural gas exploration and development activities in Colombia. Its head
office is located in Calgary, Alberta, Canada and Petrodorado’s common shares are traded on the Exchange under the trading symbol
“PDQ”.
For further information, please contact:
Chris Reid, President and CEO
Lynn Chapman, VP Finance and CFO
Phone: (403) 800-9240
Email: info@petrodorado.com
Website: www.petrodorado.com
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation
that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual
results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms
and conditions of the proposed RTO; the Company’s objectives, goals or future plans; the receipt of the requisite approvals with
respect to the RTO and the business and operations of the Company following the completion of the RTO. Forward-looking statements
are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and
unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those
expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic
and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive
developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in
Petrodorado’s public documents filed on SEDAR at www.sedar.com; and other matters discussed
in this news release. Although Petrodorado believes that the assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required
by law, Petrodorado and WAR disclaim any intention or obligation to update or revise any forward-looking statement, whether as a
result of new information, future events, or otherwise.
Reader Advisory
Completion of the RTO is subject to a number of conditions, including but not limited to Petrodorado shareholder
approval. The RTO cannot close until the required Petrodorado shareholder approval is obtained. There can be no assurance that
the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in
connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should
not be relied upon. Trading in the securities of Petrodorado should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the
contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange)
accepts responsibility of the adequacy or accuracy of this release.
To view the associated document to this release, please click on the following link:
public://news_release_pdf/petrodorado02052018.pdf
To view the original release (with media), please click here
Source: Petrodorado Energy Ltd. (TSX Venture:PDQ)
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