/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF
UNITED STATES SECURITIES
LAW./
CALGARY, Dec. 27, 2017 /CNW/ - Return Energy Inc.
("Return" or the "Company") (TSX-V: "RTN") is pleased
to announce the results of voting at its special meeting of
shareholders ("Special Meeting") held today, December 27, 2017.
Shareholders voted in favour of an ordinary resolution (the
"Control Person Resolution") to approve the
creation of Vertex Managed Value Portfolio ("VMVP"), a fund
managed by Vertex One Asset Management Inc. ("Vertex"), as a
new "control person" of the Company, as such term is defined in the
policies of the TSX Venture Exchange. The Control Person Resolution
received approval from 91.05% of disinterested shareholders and
approval of 91.05% of minority shareholders. It is anticipated that
VMVP will become a control person upon closing of the
previously-announced private placement offering of units of the
Company, which will be subject to final approval of the TSX Venture
Exchange, due diligence and final documentation. Further updates
will be provided in due course.
In addition, shareholders voted in favour of an ordinary
resolution (the "Warrant Exercise Resolution") authorizing
Vertex Value Fund ("VVF"), a fund managed by Vertex, to
exercise warrants to purchase common shares in the capital of the
Company that may result in VVF becoming a "control person" of the
Company, as such term is defined in the policies of the TSX Venture
Exchange.
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 release.
Reader Advisories
Forward-Looking Statements.
This news release contains forward-looking statements and
information. More particularly, this document contains statements
and information concerning the closing of the Offering and the use
of proceeds. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project",
"intend", "will", "believe", "anticipate", "estimate", "scheduled",
"potential", or other similar words, or statements that certain
events or conditions "may", "should" or "could" occur. The
forward-looking statements and information are based on certain key
expectations and assumptions made by Return, including expectations
and assumptions concerning timing of receipt of required regulatory
approval, the satisfaction of other conditions to the completion of
the previously-announced private placement offering and completion
of such previously-announced private placement offering. Although
Return believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because
Return can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, risks that required regulatory
approvals are not obtained and that the offering is not completed
due to other closing conditions are not satisfied. There is
no certainty that the previously-announced private placement
offering will be completed. The reader is cautioned that
assumptions used in the preparation of such information, although
considered reasonable by the Company at the time of preparation,
may prove to be incorrect and readers are cautioned not to place
undue reliance on forward-looking information, which speaks only as
of the date hereof. The Company does not undertake any obligation
to release publicly any revisions to forward-looking information
contained herein to reflect events or circumstances that occur
after the date hereof or to reflect the occurrence of unanticipated
events, except as may be required under applicable securities
laws.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of
securities in the United States or
in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under securities laws of any such province, state or
jurisdiction. The securities referenced herein may not be
offered or sold in the United
States except in transaction exempt from or not subject to
the registration requirements of the United States Securities Act
of 1933, as amended, and applicable state securities laws.
This news release is not to be disseminated in the United States.
SOURCE Return Energy Inc