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SNY

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Share Name Share Symbol Market Type
TSXV:SNY TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Sundance Energy Corporation Announces Completion of Business Combination with Ceno Energy Limited

19/06/2014 10:49pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES 

Sundance Energy Corporation ("Sundance") (TSX VENTURE:SNY)(OTCQX:SNYXF) is
pleased to announce that further to its press release dated May 16, 2014, it has
successfully completed an amalgamation (the "Amalgamation") with Ceno Energy
Limited ("Ceno") to form a new company, Ceno Energy Ltd. ("New Ceno" or, the
"Corporation"), pursuant to the Business Corporations Act (Alberta). The
Amalgamation was approved by the shareholders of Sundance and Ceno at the
respective meetings of Sundance shareholders and Ceno shareholders held on June
13, 2014. The Amalgamation constitutes a Reverse Take-Over (as such term is
defined in the policies of the TSX Venture Exchange (the "TSXV")) of Sundance.
In connection with the Amalgamation, New Ceno also completed a financing for
gross proceeds of $10,000,000 (the "Financing") via the issuance of 21,717,758
common shares of New Ceno at a price of $0.46 per share. 


As a result of the Amalgamation and the Financing, New Ceno has 50,000,000
common shares issued and outstanding and pursuant to the terms of an escrow
agreement among New Ceno, Olympia Trust Company, and certain escrowed security
holders, an aggregate of 25,869,214 of these shares have been placed in escrow,
whereby 25% will be released on issuance of the Final Exchange Bulletin, and the
balance of such shares will be released in tranches over the next 18 months. 


In connection with the completion of the Amalgamation, the common shares of
Sundance will be delisted from the TSXV and the common shares of the new
company, Ceno Energy Ltd., will be listed on the TSXV under the new trading
symbol "CUX". Trading in the common shares of New Ceno will commence upon the
filing of final materials and the satisfaction of certain conditions with the
TSXV.


As a result of the Amalgamation, Douglas Carter and Nhan Le have ceased to be
directors of Sundance, and the board of directors of New Ceno now consists of
Jeffrey Standen, Zhouliang (Nick) Zhang, Feng Jin, Fang Chen and Hai Zhou. The
new management team is comprised of Jeffrey Standen as President and Corporate
Secretary, Zhouliang (Nick) Zhang as Chief Executive Officer and Robert Gillies
as Chief Financial Officer. An aggregate of 4,650,000 stock options to purchase
New Ceno common shares exercisable at $0.25 for a period of 10 years have been
issued to the directors and officers of New Ceno in connection with the
Amalgamation.


As a condition to the completion of the Amalgamation, the Corporation has also
assigned its interests in leases and permits pertaining to its interest in the
Alexander property to a company controlled indirectly, by Jeffrey Standen and
Douglas Carter (the "Alexander Transfer"). The Alexander Transfer was approved
at the meeting of Sundance shareholders by a simple majority of disinterested
Sundance shareholders. 


New Ceno will be a Calgary-based oil and gas company incorporated with assets in
the provinces of Alberta and Saskatchewan, principally in the Baxter Lake,
Kidney, Sturgeon Lake, and Panny areas of Alberta, and in the Gull Lake and
Standard Hill areas of Saskatchewan. Additional information regarding New Ceno
is disclosed in the joint management information circular of Sundance and Ceno
filed on www.sedar.com on May 20, 2014. 


The TSXV has in no way passed upon the merits of the proposed Amalgamation and
has neither approved nor disapproved the contents of this press release. 


ADVISORY: This press release may contain "forward-looking information" within
the meaning of applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein may be forward-looking
information. Generally, forward-looking information may be identified by the use
of forward-looking terminology such as "plans", " expects" or "does not expect",
"proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might occur or be
achieved. This forward-looking information in respect of the Corporation
reflects the Corporation's current beliefs and is based on information currently
available to the Corporation and on assumptions the Corporation believes are
reasonable. Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Corporation to be materially
different from those expressed or implied by such forward-looking information.
Such risks and other factors may include, but are not limited to: general
business, economic, competitive, political and social uncertainties; commodity
prices; delay or failure to receive board or regulatory approvals; changes in
legislation, including environmental legislation, affecting the Corporation;
timing and availability of external financing on acceptable terms. Although the
Corporation has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking
information, there may be other factors that cause results not to be as
anticipated, estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking information. Readers are cautioned that the
foregoing list of factors is not exhaustive. Readers are further cautioned not
to place undue reliance on forward-looking statements as there can be no
assurance that the plans, intentions or expectations upon which they are placed
will occur. Such information, although considered reasonable by management at
the time of preparation, may prove to be incorrect and actual results may differ
materially from those anticipated. Forward-looking statements contained in this
press release are expressly qualified by this cautionary statement. 


The forward-looking statements contained in this press release represent the
expectations of the Corporation as of the date of this press release and,
accordingly, are subject to change after such date. However, the Corporation
expressly disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as expressly required by applicable securities law. 


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.


Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Ceno Energy Ltd.
Jeffrey Standen
President and Corporate Secretary
(403) 668-0427

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