Gale Force Petroleum announces results of shareholder's meeting, plans for
restructuring, refinancing and acquisitions
STOCK HALT
The Corporation's shares will remain suspended from trading until the TSX Venture Exchange approves the Corporation's application for Reinstatement to Trading. The suspension from trading was due to a delay in the publication of the Corporation's annual report and associated filings for the year ended
SHAREHOLDER'S MEETING
On
DIRECTOR'S AND OFFICERS
The Shareholders elected five members to the Board of Directors, including a new Director,
The following table summarizes the Corporation's current directors and officers: ------------------------------------------------------------------------- Board of Directors Officers ------------------------------------------------------------------------- Michael McLellan - Michael McLellan - Chairman of the Board President and CEO ------------------------------------------------------------------------- Roman Boyko - Antoinette Lizzi - Chairman of the Audit Committee Vice-President and CFO ------------------------------------------------------------------------- Guillaume Dumas ------------------------------------------------------------------------- Mazen Haddad ------------------------------------------------------------------------- Antoinette Lizzi -------------------------------------------------------------------------
SHARE CONSOLIDATION
The Shareholders approved a consolidation of the Corporation's common shares on the basis of one (1) new share for fifty (50) old shares. There are currently 62,677,178 common shares of the Corporation issued and outstanding. Following the consolidation there will be 1,253,544 common shares issued and outstanding. The effective date of the consolidation will be prior to the resumption in trading of Corporation's shares. The consolidation is subject to the approval of the TSX Venture Exchange.
CREATION OF A NEW CLASS OF PREFERRED SHARES
The Shareholders approved the creation of a new class of preferred shares of the Corporation issuable in series. The Corporation currently has only one class of share capital, being common shares. The purpose of the preferred shares is to aid in the restructuring of the Corporation's debts and to provide the Corporation with the flexibility it needs to complete the Proposed Transactions,
PROPOSED TRANSACTIONS
The Corporation intends to complete several transactions (the "Proposed Transactions") to complete the restructuring of its debts and acquire new assets, which could permit the Corporation to stave off insolvency and provide a viable future for the Corporation.
The Proposed Transactions are summarized in point-form here. Greater details will be provided in a subsequent news release prior to the resumption in trading of the Corporation's shares.
- A new conditional agreement has been reached with the holder of the Corporation's CA$1,830,000 secured loan to: - Write-down CA$980,000; - Convert CA$400,000 into 1,600,000 common shares of the Corporation at a price of twenty-five cents (CA$0.25) per share (post share consolidation); and - Convert the balance of CA$450,000 into Series I Preferred Shares, convertible into up to 1,800,000 common shares of the Corporation; - Three property asset purchase agreements have been signed to purchase oil and gas properties and assets in Texas, Oklahoma and Tennessee; - To finance the property acquisitions and to complete its restructuring, the Corporation intends to close an equity financing of between CA $1,000,000 and CA$3,500,000 in a private placement of shares issued at a price of twenty-five cents (CA$0.25) per share and one half-warrant per share with an exercise price of thirty-seven and one half cents (CA$0.375) (post share consolidation) and a term of one year.
The Proposed Transactions are subject to the approval of the TSX Venture Exchange and other customary regulatory approvals.
OTHER MATTERS
On
Under the terms of the Proposal to Creditors filed by the Corporation on
ABOUT GALE FORCE PETROLEUM INC.(TM) - www.GaleForcePetroleum.com
Forward looking statements:
Statements included herein, including those that express management's expectations or estimates of our future performance, constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements - especially but not limited to any geological or reservoir information not supported by a NI 51-101 report - are based on assumptions and estimates that are subject to various risks and uncertainties including but not limited to geological risk, engineering risks, market risk and the risks disclosed under the heading "Business Risks" in the Corporation's periodic filings with Canadian securities regulators, including most recently in its Management Discussion and Analysis for the annual exercise ended
"The TSX Venture Exchange has not reviewed this release and therefore does not accept responsibility for its adequacy or accuracy."
For further information: Michael McLellan, Chairman and CEO, (514) 333-9292
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