CALGARY, AB, July 21, 2021 /CNW/ - Alvopetro Energy Ltd.
(TSXV: ALV) (OTCQX: ALVOF), ("Alvopetro", or the "Company")
announces details of its upcoming Annual General and Special
Meeting (the "Meeting"). The Meeting will be held on Thursday
August 12, 2021, beginning at 2:00
pm. To proactively deal with the COVID-19 pandemic and to
mitigate potential health and safety risks, the Meeting will be
conducted via webcast. Alvopetro's management and directors
believe this format will provide shareholders a safer opportunity
to attend the Meeting given ongoing restrictions on travel and
public gatherings as well as health concerns. The Management
Information Circular (the "Circular") and all related meeting
materials are now available on our website and www.sedar.com.
At the Meeting, shareholders will be asked to vote on the usual
annual general meeting matters, including the election of directors
(each of which is a current director of the Company), the
appointment of auditors, and the re-approval of the stock option
plan. In addition, shareholders will be asked to consider two
special resolutions, as further detailed below and in the
Circular.
Special Resolution – Share Restructuring and Small Lot
Buyback
At the Meeting, shareholders will be asked to consider a special
resolution to approve a plan of arrangement (the "Arrangement"),
which will provide for a share restructuring and small lot buyback
pursuant to which the Company will:
- complete a consolidation of the issued and outstanding common
shares (the "Shares") at a ratio of 2,100 pre-Consolidation Shares
for every 1 post-Consolidation Share (the "Consolidation")
effective on a date as determined by the Board in its sole
discretion;
- thereupon, any holder of less than 1 post-Consolidation Share
will cease to hold Shares and will be entitled to be paid cash
consideration equal to that number of pre-Consolidation Shares held
by the holder multiplied by an amount equal to the volume weighted
average trading price of the Shares for the five (5) days
immediately preceding the Consolidation Effective Date (subject to
compliance by the Company with the policies of the TSX Venture
Exchange (the "TSXV")), rounded down to the nearest cent; and
- immediately following the completion of the Consolidation,
complete a share split of the newly consolidated issued and
outstanding Shares on the basis of 700 post-Share Split Shares for
each 1 pre-Share Split (post-Consolidation) Share, (the "Share
Split", and together with the Consolidation, the "Share
Restructuring").
The result of these steps will be that holders of less than
2,100 Shares will cease to hold Shares and will instead be entitled
to receive cash consideration for their Shares. Holders of 2,100 or
more Shares following the Consolidation Effective Time will in
effect be consolidated on a 3:1 basis relative to the number of
Shares currently held.
Alvopetro has a large number of shareholders holding small
numbers of shares. Based on recent data, approximately 1.6 million
of the outstanding shares are held by an estimated 4,275
shareholder accounts with current holdings of fewer than 2,100
Shares, representing an average of approximately 372 Shares per
holder. This represents an estimated 1.6% of the outstanding shares
and over 79% of the outstanding shareholder accounts of the
Company. The Company believes that the Share Restructuring will be
beneficial to both the Company and existing shareholders by
providing a liquidity event for smaller shareholders, reducing
volatility in the Company's share price associated with small lot
trades, reducing future administrative costs to allow the Company
to more cost effectively administer future dividends if declared by
the Board of Directors, and providing flexibility to structure
future financings, if necessary.
The special resolution for the Arrangement requires approval of
at least two-thirds of shares voted at the meeting. If approved at
the meeting and after receipt of final approval of the Alberta court, the Board will be authorized to
complete the Share Restructuring, at its discretion, at any time
prior to the next annual meeting of shareholders or alternatively
may choose not to implement at all.
Special Resolution – Stated Capital Reduction
At the Meeting, shareholders will also be asked to approve a
special resolution authorizing the reduction of the stated capital
of the Company (the "Stated Capital Reduction"). The reason for the
Stated Capital Reduction is to ensure the Company has sufficient
flexibility to pay dividends in the future, if, as and when
declared by the Board of Directors, as described in further detail
in the Circular which will be available on the Company's website
and on SEDAR later this month. The proposed Stated Capital
Reduction will have no impact on the Company's day-to-day
operations and will not alter Alvopetro's financial condition.
The special resolution for the Stated Capital Reduction requires
approval of at least two-thirds of shares voted at the meeting. If
approved at the meeting, the Board will be authorized to complete
the Stated Capital Reduction at its discretion, or alternatively
may choose not to implement the Stated Capital Reduction at
all.
Social Media
Follow Alvopetro on our social media channels at the following
links:
Twitter - https://twitter.com/AlvopetroEnergy
Instagram - https://www.instagram.com/alvopetro/
LinkedIn -
https://www.linkedin.com/company/alvopetro-energy-ltd
YouTube:
https://www.youtube.com/channel/UCgDn_igrQgdlj-maR6fWB0w
Alvopetro Energy Ltd.'s vision is to
become a leading independent upstream and midstream operator in
Brazil. Our strategy is to unlock
the on-shore natural gas potential in the state of Bahia
in Brazil, building
off the development of our Caburé natural gas field and our
strategic midstream infrastructure.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
All amounts contained in this new release are in
United States dollars, unless
otherwise stated and all tabular amounts are in thousands of
United States dollars, except as
otherwise noted.
Forward-Looking Statements and Cautionary
Language. This news release contains "forward-looking
information" within the meaning of applicable securities laws. The
use of any of the words "will", "expect", "intend" and other
similar words or expressions are intended to identify
forward-looking information. More particularly and without
limitation, this news release contains forward-looking information
concerning the Company's operational plans, plans for dividends in
the future and the anticipated benefits of the Arrangement.
The forward–looking statements are based on certain key
expectations and assumptions made by Alvopetro, including but not
limited to the timing of regulatory licenses and approvals, the
success of future drilling, completion, testing, recompletion and
development activities, future foreign exchange rates, the outlook
for commodity markets and ability to access capital markets, the
impact of the COVID-19 pandemic, the performance of producing wells
and reservoirs, well development and operating performance, general
economic and business conditions, weather and access to drilling
locations, the availability and cost of labour and services,
environmental regulation, including regulation relating to
hydraulic fracturing and stimulation, the ability to monetize
hydrocarbons discovered, the regulatory and legal environment and
other risks associated with oil and gas operations. The reader is
cautioned that assumptions used in the preparation of such
information, although considered reasonable at the time of
preparation, may prove to be incorrect. Actual results achieved
during the forecast period will vary from the information provided
herein as a result of numerous known and unknown risks and
uncertainties and other factors. Although Alvopetro believes that
the expectations and assumptions on which such forward-looking
information is based are reasonable, undue reliance should not be
placed on the forward-looking information because Alvopetro can
give no assurance that it will prove to be correct. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Additional information on these and other factors that could affect
the operations or financial results of Alvopetro are included in
our annual information form which may be accessed through the SEDAR
website at www.sedar.com . The forward-looking
information contained in this news release is made as of the date
hereof and Alvopetro undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
SOURCE Alvopetro Energy Ltd.