CALGARY, ALBERTA – May 28, 2015 - Canadian International Oil Corp. ("CIOC") announces that the special meeting of securityholders of CIOC originally scheduled for 9:00 a.m. (Calgary time) on May 19, 2015 and postponed to 9:00 a.m. (Calgary time) on June 2, 2015, in connection with the proposed plan of arrangement involving CIOC and the holders of common share purchase warrants of CIOC issued on August 25, 2010 and September 23, 2010 (collectively, the "Warrants"), has been further postponed to June 10, 2015 to provide securityholders an opportunity to consider and vote upon an amended plan of arrangement (the "Arrangement"). The special meeting will be convened on June 10, 2015 at the offices of Burnet, Duckworth & Palmer LLP at 2400, 525 – 8th Avenue S.W., Calgary, Alberta commencing at 9:00 a.m. (Calgary time) (the "Meeting").
Subsequent to mailing of the management information circular and proxy statement of CIOC dated April 23, 2015 (the "Information Circular") and after receiving feedback from holders of common shares of CIOC ("Common Shares") and holders of Warrants ("Warrantholders"), CIOC has determined to make certain amendments to the plan of arrangement such that Warrantholders will receive new warrants of CIOC ("New CIOC Warrants") upon completion of the Arrangement.
CIOC retained TD Securities Inc. ("TD Securities") as financial advisor in connection with the Arrangement to provide an opinion that considers the amendments to the Warrants and the fairness, from a financial point of view, to the Warrantholders. On May 28, 2015, TD Securities provided an opinion to the board of directors of CIOC (the "Board") to the effect that, as of that date and subject to the assumptions, qualifications and limitations contained therein, the amendments to the Warrants pursuant to the Arrangement are fair, from a financial point of view, to the Warrantholders.
The Board (other than two directors who recused themselves from the process of considering the Arrangement and abstained from voting on the Arrangement in accordance with applicable laws) has determined that the Arrangement is in the best interests of CIOC, has unanimously recommended that shareholders and Warrantholders vote in favour of the Arrangement and based upon, among other things, the fairness opinion of TD Securities, has determined that the Arrangement is fair to the Warrantholders.
In addition to the foregoing, concurrent with the consideration of the Arrangement, CIOC and the investors in the preferred share financing described in the Information Circular agreed to amend certain terms of the preferred share financing and the preferred shares to be issued thereunder, and the Board has also approved a concurrent private placement to current holders of Common Shares.
Further details in respect of the Arrangement, the New CIOC Warrants, the preferred share financing, the private placement and other related matters, will be included in a supplement to the Information Circular (the "Supplement"), which will be mailed to securityholders on Friday, May 29, 2015. The Supplement will also be available on CIOC's website and securityholders may request access to such document by registering with CIOC at www.cioc.com/login.
For convenience purposes, CIOC will be including with the Supplement duplicate forms of proxy that were previously sent to securityholders with the Information Circular reflecting the new date of the Meeting in the event securityholders have yet to vote, have misplaced the original or in the event they wish to change their vote on the Arrangement. Any votes previously received with respect to the plan of arrangement (and the resolution in respect thereof) will be deemed to be a vote for or against, as the case may be, the Arrangement and the resolution approving the Arrangement set forth in the Supplement, unless a securityholder validly revokes or changes its vote prior to the proxy cut-off for the Meeting. Due to the postponement of the special meeting to June 10, 2015, CIOC has extended the return deadline for proxies to forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the Meeting or any adjournment or postponement thereof in the manner described in the Supplement.
Securityholders who have not already submitted their proxy, or wish to change their vote on the Arrangement, are encouraged to vote via the internet or by telephone to ensure their vote is received prior to the proxy deadline at 9:00 a.m. (Calgary time) on June 8, 2015. To vote by internet please log onto www.investorvote.com using your 15 digit control number located on your proxy, or to vote by telephone please call 1-866-732 VOTE (8683) toll free or 312-588-4290 outside of North America.
Assuming the Arrangement is approved at the Meeting, from and after the date the Arrangement becomes effective, the Warrants will only represent the right to receive New CIOC Warrants; however, Warrantholders must validly complete, duly sign and return the letter of transmittal that will be provided with the Supplement, together with the original certificate(s) representing their Warrants, to the depositary for the Arrangement, at one of the offices specified in the letter of transmittal. Warrantholders who do not forward to the depositary a validly completed and duly signed letter of transmittal, together with their certificate(s) representing their Warrants, will not receive New CIOC Warrants to which they are otherwise entitled until such documents have been submitted. The completion and submission of a letter of transmittal is important. The failure to submit a letter of transmittal to the depositary in the manner and time set forth in the letter of transmittal may have consequences for Warrantholders.
If securityholders have any questions regarding the information described in the Information Circular or the Supplement or require assistance with voting their securities of CIOC or completing the letter of transmittal, please contact CIOC's proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (416-304-0211 collect) or by email at firstname.lastname@example.org.
About Canadian International Oil Corp.:
Founded in 2010, CIOC is a privately held oil and gas company based in Calgary. CIOC's primary asset base is approximately 400,000 acres in the Deep Basin of West Central Alberta.
For further information please contact:
Scott W. Sobie
President and Chief Executive Officer
Laurel Hill Advisory Group, by email at email@example.com or by telephone at 416‐304‐0211 (banks, brokers or collect calls) or 1‐877‐452‐7184 (North American toll‐free number)