/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
CALGARY, Aug. 24, 2015 /CNW/ - SilverWillow Energy
Corporation (TSXV: SWE) ("SilverWillow" or the
"Company"), is pleased to announce that the proposed
amalgamation (the "Amalgamation") of SilverWillow and
9341102 Canada Inc. ("AcquireCo"), a wholly-owned subsidiary
of Value Creation Inc. ("Value Creation"), has been approved
by holders ("SilverWillow Shareholders") of common shares
("SilverWillow Shares") at a special meeting of SilverWillow
Shareholders held today (the "Meeting").
On July 2, 2015, SilverWillow,
AcquireCo and Value Creation entered into an agreement (the
"Acquisition Agreement") pursuant to which, among other
things, SilverWillow agreed to amalgamate with AcquireCo and
continue as a wholly-owned subsidiary of Value Creation. Upon
closing of the Amalgamation, SilverWillow Shareholders will receive
cash consideration of C$0.03 per
SilverWillow Share.
The Amalgamation requires approval of 66 ⅔% of SilverWillow
Shareholders voting in person or by proxy at the Meeting and a
"majority of the minority" as required by Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101") after excluding the votes
cast in respect of SilverWillow Shares held by persons as are
required to be excluded under MI 61-101. Approximately 96.8%
of the SilverWillow Shareholders and a majority of the minority
voting at the Meeting in person or by proxy voted in favour of the
resolution approving the Amalgamation.
SilverWillow, AcquireCo and Value Creation are working to
satisfy the remaining conditions and complete the documents to give
effect to the Amalgamation. Following closing of the
Amalgamation, it is expected that the SilverWillow Shares will be
delisted from the TSX Venture Exchange and SilverWillow will cease
to be a reporting issuer in all of the provinces of
Canada.
Further information about the Amalgamation is set forth in the
information circular and proxy statement in respect of the Meeting
which has been filed under SilverWillow's profile on the System for
Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com.
About SilverWillow
SilverWillow Energy is a Calgary,
Alberta-based pre-production oil sands company with a
portfolio of exploration leases in Canada's Athabasca oil sands. To learn more, please
visit www.swenergy.ca.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed Amalgamation and has neither approved nor
disapproved of the contents of this news release.
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.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws. Forward-looking
information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate"
and other similar words, or statements that certain events or
conditions "may" or "will" occur. The forward-looking information
in this news release relates, but is not limited to: statements
with respect to the potential acquisition of SilverWillow by Value
Creation; the ability of the parties to satisfy conditions to
closing; and the delisting of SilverWillow Shares from the TSX
Venture Exchange and SilverWillow ceasing to be a reporting issuer
in all of the provinces of Canada.
The forward-looking information set out in this news release, is
based on certain expectations and assumptions regarding, among
other things: the ability of the Company and Value Creation to
satisfy the conditions to the Amalgamation; the absence of material
adverse changes or other events which may give the parties a basis
on which to terminate the Acquisition Agreement; the absence of
further changes and further economic conditions which may otherwise
effect the parties or the Amalgamation.
Forward-looking information is subject to known and unknown
risks and uncertainties and other factors which may cause actual
results, events and achievements to differ materially from those
expressed or implied in such forward-looking information. Such
risks, uncertainties and factors include, among others: the risks
that the parties will not be able to complete the Amalgamation
within the time frame indicated or at all; and the risk that events
may occur which give rise to a material adverse change or other
event which causes a party to terminate the Acquisition
Agreement.
Additional risks relating to the business and operations of
SilverWillow are set forth in the Company's most recent
Management's Discussion and Analysis, which are filed under the
Corporation's profile on SEDAR at www.sedar.com.
SilverWillow undertakes no obligation to update forward-looking
information if circumstances or management's estimates or opinions
should change except as required by law. The reader is
cautioned not to place undue reliance on forward looking
information.
SOURCE SilverWillow Energy Corporation