Ironhorse Oil & Gas Inc. Adopts Shareholder Rights Plan

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

CALGARY, Nov. 9, 2015 /CNW/ - In response to the announcement by 1927297 Alberta Ltd. on November 4, 2015 that it is making an unsolicited offer (the "Offer") to acquire all of the outstanding common shares ("Shares") of Ironhorse Oil & Gas Inc. ("Ironhorse" or the "Company") (TSX-V:IOG), Ironhorse announces that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Rights Plan") effective immediately. The Rights Plan is designed to ensure that the Company's shareholders ("Shareholders") and the Board have adequate time to consider and evaluate the Offer and any other unsolicited take-over bid that may be made, and to ensure that the Board has adequate time to consider its current business plan and to explore, identify, develop and negotiate strategic alternatives to enhance Shareholder value, if considered appropriate, including competing transactions.

The purpose of the Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Board.

Permitted Bid

A Permitted Bid under the Rights Plan is a take-over bid that, among other things, is made to all Shareholders (other than the bidder) for all of the Shares held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws, that remains open for acceptance by Shareholders for a minimum of 120 days, is supported by a majority of Shareholders other than the bidder (and its affiliates, associates and joint actors), and that satisfies certain other conditions. The 120 day period that a Permitted Bid must remain open for acceptance is the same period of time that the Canadian securities regulators have proposed will be the minimum period of time that a take-over bid must remain open in the regulators' proposed amendments to the Canadian take-over bid regime as published in March 2015.

As the Offer is only open for acceptance until December 18, 2015 (unless extended or withdrawn by the offeror), it would not be a Permitted Bid under the Rights Plan.

Share Purchase Rights

In connection with the adoption of the Rights Plan, the Board authorized the issuance of one Share purchase right (a "Right") in respect of each Share outstanding as of 12:01 a.m. Calgary time on November 9, 2015 (and each Share issued thereafter, subject to the limitations set out in the Rights Plan). Under the terms of the Rights Plan, the Rights will become exercisable (the "Separation Time") if a person acquires or announces an intention to acquire beneficial ownership of Shares which, when aggregated with its current holdings, total 15 per cent or more of the Company's outstanding Shares, subject to the ability of the Board to defer the time at which the Rights become exercisable and to waive the application of the Rights Plan. The Board has determined to defer the Separation Time triggered by the Offer to a later date to be determined by the Board.

Following the acquisition of 15 per cent or more of the outstanding Shares by any person, each Right held by a person other than the acquiring person (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder to purchase Shares at a substantial discount to their then prevailing market price.

The Rights Plan is subject to the approval of the TSX Venture Exchange and requires approval by Shareholders within six months of the Rights Plan's effective date, failing which it will terminate.

A more detailed summary of the Rights Plan will be set out in Ironhorse's Material Change Report which will be filed with the Canadian securities regulatory authorities and will be available at www.sedar.com. A full copy of the Rights Plan will also be available at www.sedar.com in due course.

As previously announced, the Board together with its advisors are in the process of carefully reviewing and evaluating the Offer and related take-over bid circular and will communicate a recommendation to shareholders as soon as possible. Shareholders are urged not to take any action or make any decision with regard to the Offer until the Board has had an opportunity to fully review the Offer and to make a formal recommendation as to its merits.  

Shareholders will be promptly notified of any recommendation of the Board through a news release and circular in accordance with the applicable securities law.

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

SOURCE Ironhorse Oil & Gas Inc.

Larry J. Parks, President & Chief Executive Officer, [phone]; Karen Hutson, VP Finance & Chief Financial Officer, [phone], www.ihorse.ca