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Share Name | Share Symbol | Market | Type |
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Ivory Energy Com Npv | TSXV:IV | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA) Ivory Energy Inc. (TSX VENTURE:IV) ("Ivory") announces that it has entered into a definitive arrangement agreement with Emergo Energy Inc. ("Emergo"), whereby Emergo will acquire all of the outstanding securities of Ivory. The total transaction value of the Arrangement is approximately $21.0 million (including the assumption of debt, working capital and transaction costs). Emergo is an arm's length, private oil and gas company. The transaction will be effected by means of a court approved plan of arrangement in accordance with the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, holders of common shares of Ivory (the "Ivory Shares") will receive $0.0378 in cash for each Ivory Share; holders of 9.5% convertible secured subordinated debentures of Ivory (the "Ivory Debentures") will receive $226.92 in cash for each $1,000 in principal amount of Ivory Debentures outstanding; and holders of options and warrants to acquire Ivory Shares will receive nil consideration and such options and warrants will be cancelled. The Arrangement is subject to the approval by the securityholders of Ivory, as well as court and regulatory approvals. The Board of Directors of Ivory, including a Committee of Independent Directors have considered the Arrangement and have unanimously determined it is in the best interests of Ivory and its shareholders given the challenging conditions of the severely constrained equity and debt markets, very low commodity prices and Ivory's position with respect to its lenders. The Board of Directors of Ivory has retained Haywood Securities Inc. to provide a fairness opinion with respect to the Arrangement. An information circular detailing the Arrangement is anticipated to be mailed to securityholders of Ivory by no later than February 27, 2009 for a securityholder meeting to approve the Arrangement, anticipated to be held no later than March 31, 2009. Details of the information circular mailing date and the securityholder meeting date will be announced in due course. The Arrangement will require: (a) affirmative approval by holders of not less than 66 2/3% of the Ivory Shares, options and warrants, voting together as a single class, that vote in person or by proxy at such meeting, and (b) affirmative approval by holders of not less than 66 2/3% of the aggregate principal amount of the Ivory Debentures, voting together as a single class, that vote in person or by proxy at such meeting. Under defined circumstances, Ivory has agreed to a non-completion fee payable to Emergo in the amount of $800,000. Subject to the satisfaction of customary closing conditions and the receipt of applicable regulatory and other approvals, it is anticipated that the closing of the Arrangement will occur shortly after the meeting of securityholders of Ivory. Ivory continues to produce oil from its Saskatchewan heavy oil properties and natural gas and natural gas liquids from its Obed, Alberta gas property. For the month of January 2009, Ivory estimates its sales by volume to be approximately 1,020 BOE per day. Routine field operations, including minor workovers, will continue to the extent reasonably possible. Cautionary Statements Disclosure provided herein in respect of BOE units may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf to 1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All BOE conversions in this news release are derived by converting gas to oil according to this 6 Mcf to 1 Bbl ratio. Certain information set forth in this news release contains forward-looking information within the meaning of applicable securities laws. Words such as "may", "will", "should", anticipate", "plan", "expect", "believe", "predict", "estimate" or similar terminology are used to identify forward-looking information. This forwardlooking information is based on assumptions, estimates and analysis made in the light of Ivory's experience and its perception of trends, current conditions and expected developments, as well as other factors that are believed by Ivory to be reasonable and relevant in the circumstances. Forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Ivory's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. Ivory's actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Ivory or its securityholders will derive therefrom. Ivory disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by securities laws.
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