CALGARY, AB, Nov. 23, 2023 /CNW/ - Jesmond Capital Ltd. (TSXV: JES.P) ("Jesmond" or the "Company") announces that further to the Company's previously announced "Qualifying Transaction" (the "Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"), to acquire Quattro Energy Limited ("Quattro"), the Company has agreed with Quattro to extend the date for completion of the Transaction to March 29, 2024.
As previously announced, Quattro has made an application as "Operator" on a 100% basis for certain blocks that have been made available within the United Kingdom's 33rd Offshore Oil and Gas Licensing Round, considered by Quattro as strategic in nature. Should any potential block awards be made to Quattro by the UK regulatory body, Quattro expects that they would be awarded in the next 60 days. Given this timeline, and the state of the current markets, the Company has determined that it is prudent to pause the Transaction pending the outcome of the awards, and agree to the extension for completion of the Transaction because it remains optimistic about the oil and gas sector and its future, and about the ability of Quattro to build a portfolio of international oil and gas producing assets, with its initial focus on the United Kingdom North Sea.
As a result of the foregoing, the Company also announces that the previously announced non-brokered private placements (see the Company's February 13, 2023 press release) that were to be completed in connection with the Transaction will not be completed as proposed.
Jesmond will issue additional news releases related to the Transaction, any future concurrent financings and other material information as it becomes available. The Company gives notice that pending the results of the 33rd Offshore Oil and Gas Licensing Round, the terms of the Transaction may be revised.
All information in this press release relating to Quattro has been provided by Quattro and is the sole responsibility of Quattro.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the structure, terms, conditions and proposed timing for completion of the Transaction; the ability of Jesmond and Quattro to complete the Transaction; the receipt of blocks under the United Kingdom's 33rd Offshore Oil and Gas Licensing Round, future business operations and results; the receipt of all necessary shareholder, TSX Venture Exchange, securities regulatory authority and other third party consents and approvals; and the receipt by Jesmond of an exemption from the sponsorship requirements of the TSX Venture Exchange in respect of the Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the 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, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Jesmond disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.
SOURCE Jesmond Capital Ltd.
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