Kiwetinohk Shareholders Approve Arrangement
Kiwetinohk Shareholders Approve Arrangement |
| [16-December-2025] |
CALGARY, AB, Dec. 16, 2025 /CNW/ - Kiwetinohk Energy Corp. (TSX: KEC) ("Kiwetinohk" or the "Company") announces the shareholders of Kiwetinohk (the "Shareholders"), at the special meeting of Shareholders held today (the "Meeting"), approved an arrangement (the "Arrangement") involving Cygnet Energy Ltd. (the "Purchaser"), Kiwetinohk and the Shareholders pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act whereby the Purchaser will acquire all of the issued and outstanding common shares of Kiwetinohk (the "Shares"). Pursuant to the terms of the Arrangement, the Purchaser will acquire all the Shares (other than 6,060,606 Shares (the "Rollover Shares") owned by certain funds managed by ARC Financial Corp. (the "Rollover Shareholders")) for cash consideration of $24.75 per Share. The Rollover Shares owned by the Rollover Shareholders will be exchanged for shares in the capital of the Purchaser pursuant to the terms of the Arrangement and a share transfer agreement between the Rollover Shareholders and the Purchaser. The special resolution approving the Arrangement (the "Arrangement Resolution") was approved by: (i) 99.94% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting; and (ii) 99.74% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting, excluding the votes cast by the Rollover Shareholders and other Shareholders required to be excluded under Multilateral Instrument - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Arrangement is subject to the approval of the Court of King's Bench of Alberta (the "Court"). The anticipated hearing date for the application for the final order of the Court (the "Final Order") is December 17, 2025. Subject to obtaining the Final Order, and the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement dated October 27, 2025 between Kiwetinohk and the Purchaser, the Arrangement is anticipated to be completed on December 18, 2025. The Shares will be delisted from the Toronto Stock Exchange following the closing of the Arrangement. About Kiwetinohk Kiwetinohk's common shares trade on the Toronto Stock Exchange under the symbol KEC. Additional details are available within the year-end documents available on Kiwetinohk's website at kiwetinohk.com and SEDAR+ at www.sedarplus.ca. Forward looking information In particular, this news release contains forward-looking statements pertaining to completion and timing of the closing of the Arrangement and timing of the Final Order. In addition to other factors and assumptions that may be identified in this news release, assumptions have been made regarding, among other things: the ability of Kiwetinohk to complete the Arrangement contemplated by the Arrangement Agreement and the timing thereof, including the parties ability to satisfy the conditions to consummation of the Arrangement; the Final Order; payment of the cash consideration; the anticipated date of closing of the Arrangement. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements as the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to: the failure to obtain or satisfy, in a timely manner or otherwise, required court approvals and other conditions to the closing of the Arrangement; the risk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Shares or on the business of Kiwetinohk; the failure of the Purchaser to satisfy the closing conditions thereunder in a timely manner or at all; the Purchaser's failure to pay the cash consideration at closing of the Arrangement; the business of Kiwetinohk may experience significant disruptions, including loss of clients or employees due to Arrangement related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of Kiwetinohk; the risk that legal proceedings may be instituted against Kiwetinohk; risks related to the diversion of management's attention from Kiwetinohk's ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting Kiwetinohk, including those described in greater detail in the Company's annual information form for the year ended December 31, 2024 as well as other filings and reports Kiwetinohk may make from time to time with the Canadian securities authorities. The foregoing list of risks and uncertainties is not exhaustive. The forward-looking statements and information contained in this news release speak only as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, except as expressly required by applicable securities laws. For more information on Kiwetinohk, please contact: Pat Carlson, Chief Executive Officer SOURCE Kiwetinohk Energy Corp. | ||
Company Codes: Toronto:KEC |
