TORONTO, Sept. 28, 2010 (GLOBE NEWSWIRE) -- Allied Northern Capital Corporation ("Allied" or the "Company") is pleased to announce that it intends to complete an arm's length business combination (the "Business Combination") with Shoal Point Energy Ltd. ("Shoal Point"). The parties intend to complete the Business Combination by way of a three-cornered amalgamation (the "Amalgamation"), wherein a wholly-owned subsidiary of the Company will amalgamate with Shoal Point and continue as a wholly-owned subsidiary under the provisions of the Ontario Business Corporations Act.
Pursuant to the terms of an amalgamation agreement dated September 23, 2010, in order to acquire a 100% interest in Shoal Point, it is intended that Allied will issue 75,241,303 common shares (the "Allied Shares") to the holders of the common shares of Shoal Point (the "Shoal Point Shares").
In addition, Allied will issue up to 7,340,000 options, up to 19,921,447 warrants, 2,160,333 brokers warrants (each consisting of one common share and one-half of a common share purchase warrant) and $2,645,074 principal amount of convertible debentures to acquire Allied Shares for each option, warrant, broker warrant or convertible debenture of Shoal Point outstanding, as the case may be, not exercised prior to closing of the Business Combination.
Mutual Conditions Precedent
Completion of the Business Combination is subject to a number of mutual conditions, including, without limitation: the Amalgamation being approved by the required majority of votes of the shareholders of Shoal Point; the board of directors of Allied and Shoal Point approving the Amalgamation; Shoal Point completing a private placement of a minimum of $2,200,000; and receipt of all required regulatory approvals.
Conditions Precedent in favour of Allied
In addition to the mutual conditions, completion of the Business Combination is subject to a number of conditions in favour of Allied, including without limitation: no material adverse change in the business, affairs or operations of Shoal Point; the completion of a satisfactory due diligence review in respect of Shoal Point; and any deficiencies with respect to any of Shoal Point's oil and gas properties identified by counsel to Allied shall have been rectified to the satisfaction of Allied.
Conditions Precedent in Favour of Shoal Point
In addition to the mutual conditions, completion of the Business Combination is subject to a number of conditions in favour of Shoal Point, including without limitation: Allied shall have a minimum cash balance of $300,000; and no material adverse change in the business, affairs or operations of Allied.
About Shoal Point Energy Ltd.
Shoal Point is a private Canadian company focused on the exploration and potential development of oil and gas properties located in Eastern Canada. Shoal Point has assembled a portfolio of properties, all of which have been selected because of the strategic combination of their geological promise and proximity to existing transportation and processing infrastructure.
Forward-Looking Information Cautionary Statement
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated expectation as to the completion of the Amalgamation is a statement containing forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information depending on, among other things, the risks that the parties will not proceed with the Amalgamation that the ultimate terms of the Amalgamation will differ from those that are currently contemplated, that the Amalgamation will not be successfully completed for any reason (including the failure to obtain the required approvals or clearance from regulatory authorities) as contemplated. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.
CONTACT: Allied Northern Capital Corporation David Raymond, President (416) 616-6001 firstname.lastname@example.org