Canoel Announces Proposed 10:1 Share Consolidation
26 Agosto 2013 - 3:05PM
Access Wire
FOR
IMMEDIATE RELEASE
(TSXV:CIL)
August 26,
2013- Calgary,
Alberta - Canoel International Energy Ltd.
("Canoel" or the "Company") (TSX VENTURE:
CIL) wishes to announce that it is proposing a share consolidation
of all of its issued and outstanding common shares
on the basis of a ratio of one post-consolidation
common share for every ten pre-consolidation common shares (the
"Consolidation"), such
that on a completion of the Consolidation, all of the Company's
81,884,290 issued and outstanding common
shares will be consolidated into no less than 8,188,429
issued and outstanding common
shares.
The Company's board
of directors and management believe the Consolidation is necessary
for the following reasons:
-
1.Merger or
acquisition proposals based on share consideration are hampered by
the need to issue very large amounts of stock to effect any
transaction.
-
2.TSXV rules are designed to encourage public companies to
maintain price per share trading ranges above $0.05 per share
through minimum share and warrant equity issue rules. At this time
the high number of shares outstanding makes it difficult to sustain
higher share prices. This low share price range results in material
limitations on the Company's ability to finance future projects
through equity or convertible debt issues.
-
3.Many institutional and sophisticated investors prefer not to
invest in public companies with a high number of outstanding shares
and low trading price ranges. A smaller share float tends to
discourage low volume traders from using limited capital to set
trading ranges and bid / ask price spreads that are not reflective
of the underlying value of assets to the Company.
-
4.Over longer periods, share consolidations do not have a material
impact on the Company's total market capitalization and shareholder
equity value. Market capitalization is reflective of the underlying
assets of the Company.
Under the Company's
articles, approval for a share consolidation must be effected by a
special resolution of the shareholders. The Company will seek
shareholder approval for a special resolution approving the
Consolidation at its Annual and Special Meeting of
shareholders of the Company to be held on August 27,
2013 (the "Meeting").
The consolidation ratio for the Consolidation is not
to exceed one post-consolidation common share for every ten
pre-consolidation common shares, or such lesser whole number of
pre-consolidated common shares that the directors of the Company in
their discretion may determine, with the Consolidation to be
implemented by the Company's board of directors at any
time.
The Consolidation
remains subject to all required regulatory approvals, including
both TSX Venture Exchange acceptance and shareholder approval. The
number of outstanding stock options and warrants of the Company
will similarly be adjusted by the consolidation ratio, and the
exercise prices adjusted accordingly.
The Company does not propose a name
change in conjunction with the Consolidation.
Further particulars
and information regarding the Consolidation is available in the
Company's Information Circular provided to shareholders in
connection with the Meeting and made available under the Company's
SEDAR profile at www.sedar.com.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
For further
information, please contact:
Jose Ramon Lopez Portillo
Andrea Cattaneo
Chairman of the Board
CEO & President
Email:
info@canoelenergy.com
Telephone: (403) 938-8154
Telefax: (403)
775-4474
This press
release is not to be distributed to U.S. newswire services or for
dissemination in the United States. Any failure to comply with this
restriction may constitute a violation of U.S. securities law.
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