Smoothwater Capital Corrects Alberta Oilsands Disclosure Regarding TSX Venture Decision

TORONTO, Sept. 12, 2016 /CNW/ - Smoothwater Capital Corporation ("Smoothwater") notes that the press release issued on September 8, 2016 by Alberta Oilsands Inc. ("AOS") did not describe the full interim decision of the TSX Venture Exchange (the "Exchange") related to the proposed plan of arrangement involving Alberta Oilsands Inc. ("AOS") and Marquee Energy Ltd. ("MQL"). 

On September 6, 2016, the TSX Venture Exchange notified Smoothwater as follows:

"TSX Venture Exchange (the "Exchange") has determined that in the circumstances of this case, it will not require the approval of AOS shareholders as a condition for final acceptance of the Proposed Transaction.

We understand that Smoothwater Capital Corporation ("Smoothwater") has filed an application to appear before the Court of the Queen's Bench of Alberta (the "Court") on September 13, 2016 (or such other date, as may be determined by the Court), whereby Smoothwater will seek, among other things, that the Court order AOS to hold an AOS shareholder vote to approve the Proposed Transaction.

Accordingly, in these circumstances, we will defer any acceptance or denial of acceptance of the Proposed Transaction until after the Annual and Special Meeting of Shareholders of AOS that is currently scheduled for November 15, 2016, or such other date as may be determined by the Court."

On September 7, 2016, the Exchange advised counsel to Smoothwater that the parties (AOS and MQL) cannot proceed with the closing until the Exchange has approved the transaction under section 8.1 of Policy 5.3 of the Exchange Company Manual and that, after the AOS AGM, the Exchange will go back to AOS management to ensure that they still want to proceed with the transaction before the Exchange approved the transaction.

Smoothwater issued a press release on this matter before markets opened on September 8, 2016.

Later that day, the TSX Venture Exchange advised counsel to Smoothwater:

"Further to our correspondence of September 6, 2016, below, and in order to clarify our decision, in the event that the court (including any appellate court)  makes a final determination that AOS shareholders are not entitled to vote on the Proposed Transaction and that the Annual and Special Meeting of AOS shareholders may proceed, as scheduled,  on November 15, 2016, then at that point, the Exchange intends to consider the grant of conditional acceptance for the Proposed Transaction."

Later on September 8, 2016, Counsel to Smoothwater were advised by the Exchange by phone that the Exchange intended to wait for the outcome of the court process to make its decision.

Smoothwater has been advised by the Exchange that a written decision will be issued by the Exchange shortly.

For more information and updates, including a copy of this press release and other documents please visit www.smoothwatercapital.com. Investors are asked to sign up online for emails from Smoothwater as this matter progresses.

About Smoothwater Capital:

Smoothwater Capital Corporation is a leading Canadian activist investor, focusing on investing in small to midcap Canadian public companies where there is an identifiable path to significantly improve shareholder value. Smoothwater works to effect change in targeted companies, often collaboratively with institutional and other like-minded investors who hold material positions but are not able to take on the time consuming and costly activist role.

SOURCE Smoothwater Capital Corporation

or to obtain a copy of this press release, please contact: Smoothwater Capital Corporation, Suite 2500, 120 Adelaide Street West, Toronto, Ontario, M5H 1T1, Attention: Stephen J. Griggs, Chief Executive Officer, 416.644.6582, [email protected]