IPC and Blackpearl announce filing of joint management information circular
November 15, 2018
International Petroleum Corp. (“IPC”) (TSX, Nasdaq Stockholm: IPCO) and BlackPearl Resources Inc. (“BlackPearl”) (TSX: PXX, Nasdaq Stockholm: PXXS) are pleased to announce that they have filed a joint management information circular (the “Circular”) for their respective special meetings of securityholders to be held in connection with the proposed strategic business combination of IPC and BlackPearl pursuant to a plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act. Pursuant to the Arrangement, holders of common shares of BlackPearl (“BlackPearl Shares”) will receive, directly or indirectly, 0.22 common shares of IPC (“IPC Shares”) for each BlackPearl Share.
Subject to receipt of the requisite approvals of securityholders at the special meetings and to satisfaction or waiver of the remaining conditions, it is expected that the Arrangement will be completed on or about December 14, 2018.
Special Meeting of Holders of BlackPearl Shares and BlackPearl Options
The details of the special meeting (the “BlackPearl Special Meeting”) of holders of BlackPearl Shares and of holders of options to acquire BlackPearl Shares (“BlackPearl Options”) are set forth below:
Friday, December 7, 2018
9:00 a.m. (Calgary Time)
The Calgary Petroleum Club, President’s Room
319 – 5th Avenue SW, Calgary, Alberta
The BlackPearl Special Meeting will be held to approve the special resolution approving the Arrangement (the “BlackPearl Arrangement Resolution”). The record date for the BlackPearl Special Meeting is November 9, 2018. The specific details of the matters to be put before the BlackPearl Special Meeting are set forth in the Circular, which is available on BlackPearl’s website at www.blackpearlresources.ca and under BlackPearl’s profile on SEDAR at www.sedar.com.
Registered holders of BlackPearl Shares may attend the BlackPearl Special Meeting in person or may be represented by proxy. Proxies must be received no later than 9:00 a.m. (Calgary time) on December 5, 2018. Shareholders of BlackPearl who hold their BlackPearl Shares through Swedish Depositary Receipts must deliver their voting instructions to Pareto Securities AB no later than November 29, 2018.
THE BOARD OF DIRECTORS OF BLACKPEARL HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND DETERMINED THAT THE ARRANGEMENT IS FAIR TO THE HOLDERS OF BLACKPEARL SHARES AND IN THE BEST INTERESTS OF BLACKPEARL AND THE HOLDERS OF BLACKPEARL SHARES, AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF BLACKPEARL SHARES VOTE IN FAVOUR OF THE BLACKPEARL ARRANGEMENT RESOLUTION.
All of the directors and executive officers of BlackPearl, as well as certain other BlackPearl shareholders, who collectively hold approximately 35% of the outstanding BlackPearl Shares, have entered into voting and support agreements with IPC pursuant to which they agreed to vote their BlackPearl Shares and BlackPearl Options in favour of the BlackPearl Arrangement Resolution and to otherwise support the Arrangement. It is expected that the votes representing approximately 9.6% of the outstanding BlackPearl Shares will be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions for the purpose of determining “minority approval” of the Arrangement. These votes relate to the BlackPearl Shares held by all four of the executive officers of BlackPearl.
If the BlackPearl Arrangement Resolution is not approved by the holders of BlackPearl Shares and BlackPearl Options at the BlackPearl Special Meeting, then the Arrangement cannot be completed.
Advice to Shareholders of BlackPearl Who Hold Their BlackPearl Shares Through Swedish Depositary Receipts Registered with Euroclear Sweden AB
Shareholders of BlackPearl who hold their BlackPearl Shares through Swedish Depositary Receipts (“Swedish Depository Receipts“) registered with Euroclear Sweden AB, which trade on the Nasdaq Stockholm Exchange, are not registered holders of BlackPearl Shares for the purposes of voting at the BlackPearl Special Meeting. Instead, Swedish Depository Receipts are registered under CDS & Co., the registration name of the Canadian Depository for Securities. Holders of Swedish Depository Receipts as of the record date will receive a voting instruction form (the “BlackPearl VIF“) by mail directly from Pareto Securities AB (“Pareto“). The BlackPearl VIF cannot be used to vote securities directly at the BlackPearl Special Meeting. Instead, the BlackPearl VIF must be completed and returned to Pareto strictly in accordance with the instructions and deadlines that will be described in the instructions provided with the BlackPearl VIF.
Holders of Swedish Depository Receipts can obtain additional copies of