2014-01-31 22:51:04 -
CALGARY, ALBERTA -- (Marketwired) -- 01/31/14 -- Yoho Resources Inc. ("Yoho" or the "Company") (TSX VENTURE:YO) announces that, in connection with the transaction described below, Yoho's direct and indirect wholly-owned subsidiary, Yoho Resources Partnership (the "Partnership"), acquired ownership and control of 13,629,442 common shares (the "Storm Shares") in the capital of Storm Resources Ltd. (TSX VENTURE:SRX) ("Storm") with a deemed value of $4.25 per share, being the closing price of the Storm Shares on the TSX Venture Exchange ("TSXV") on January 30, 2014 (the trading date immediately prior to the date the Partnership acquired the Strom Shares pursuant to the terms of the Asset Purchase Agreement (as defined below)).
The 13,629,442 Storm Shares were acquired from the treasury of Storm pursuant to the terms and conditions of an asset purchase and sale agreement dated January 22, 2014 (the "Asset Purchase Agreement") among the Partnership, Yoho and Storm pursuant to which Storm acquired all of Yoho's Montney acreage in the Nig area of Northeast British Columbia for total consideration of approximately $87.9 million, comprised of 13,629,442 Storm Shares having an aggregate deemed value of approximately $57.9 million, based on the closing price of the Storm Shares on the TSXV on January 30, 2014 of $4.25 per share, and $30.0 million in cash (before adjustments), which transaction closed on January 31, 2014 (the "Disposition").
Following the completion of the Disposition, the Partnership (including any "joint actors" of the Partnership) owns or exercises control or direction over an aggregate of 13,629,442 Storm Shares representing approximately 13.48% of the current issued and outstanding Storm Shares (on a non-diluted basis).
In connection with the Disposition, Yoho and the Partnership have entered into an arrangement agreement pursuant to which they will undertake a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta). Pursuant to the Arrangement, a new class of common shares of Yoho (the "New Yoho Shares") will be created and each currently issued and outstanding common share (the "Yoho Shares") of Yoho will then be exchanged for one (1) New Yoho Share and a portion of the Storm Shares received by the Partnership pursuant to the Asset Purchase Agreement. Based on the 50,638,687 Yoho Shares issued and outstanding as at the date hereof (on a non-diluted basis), holders of Yoho Shares shall be entitled to receive one (1) New Yoho Share and 0.2691 of a Storm Share, for each Yoho Share held at the time the Arrangement is completed. The final exact allocation of the Storm Shares will be determined at the time the Arrangement is completed based on the number of Yoho Shares then issued and outstanding.
An early warning report has been filed on SEDAR and will be available for review at www.sedar.com : www.sedar.com under Storm's profile. A copy of the early warning report can be obtained from the contact below.
Yoho Resources Inc.
Vice-President Finance & Chief Financial Officer
(403) 537-1771 x102
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