VANCOUVER, BC, June 25, 2021 / CNW / – Renaissance Oil Corp. (“Renaissance“) (TSXV: ROE) (OTCQB: RNSFF) announced today that it has filed a supplement (the”Extra charge“) to its management information circular dated May 27, 2021 (the “Circular“) in respect of the annual and special general meeting of securityholders of Renaissance to be held virtually at 10:00 am (Vancouver It’s time July 8, 2021. The Supplement modifies and replaces certain information in the Circular concerning the application of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) to the proposed transaction by which Reconnaissance Energy Africa Ltd. (“ReconAfrica“) will acquire all of the issued and outstanding common shares of Renaissance (the”TransactionThis press release should be read in conjunction with the Supplement and the Circular as a whole. Capitalized terms not otherwise defined below will have the meanings ascribed to them in the Circular.
As provided for in the Circular, in accordance with the Plan of Arrangement, all outstanding Renaissance options (held by the directors and senior officers of Renaissance) will be deemed to have been fully vested and will be exchanged for replacement options and the term of all replacement options will expire on the earliest of the original expiration date of the Renaissance Options and the date that is one year after the Effective Date (notwithstanding that the holder does not continue with ReconAfrica), which represents a nine-month extension of the term of the Renaissance Options, as it would otherwise be.
Renaissance is subject to the requirements of TSX Venture Exchange Policy 5.9 which governs, among other things, related party transactions of listed issuers. Subject to various modifications to this policy, Policy 5.9 adopts in its entirety the provisions of Regulation 61-101. NI 61-101 provides that, in certain circumstances, when a ârelated partyâ of an issuer (as defined in NI 61-101, which includes the directors and senior officers of an issuer and its shareholders holding more than 10% of its common stock) is entitled to receive an “ancillary benefit” (as defined in NI 61-101) under an agreement (such as the Transaction), such a transaction may be considered a ” business combination âfor the purposes of NI 61-101 and subject to minority approval requirements.
Renaissance has determined that the nine-month extension of the replacement options to be held by each of the Craig steinke (CEO and administrator), Ian telfer (a director) and Gordon Dungeon (a director) is an âancillary benefitâ for the purposes of NI 61-101. Therefore, in addition to securing the approval of the Arrangement Resolution by at least 66 2/3% of the votes cast by the holders of Renaissance securities present in person or by proxy at the Meeting, the approval will also be requested by a simple majority of the votes cast by Renaissance shareholders present in person or by proxy at the meeting, excluding the votes attached to 52,251,593 Renaissance shares and 9,100,000 Renaissance options including MM . Steinke, Telfer and Keep beneficially own or have control or direction. This represents approximately 15.93% of Renaissance shares outstanding at the date of the circular on a partially diluted basis.
Notwithstanding the foregoing, MM. Steinke, Telfer and Keep may exercise the voting rights attached to their securities under the Arrangement Resolution. To date, 99.9% of returned proxies are voted in favor of the Arrangement Resolution.
Full details of the Circular amendment are available in the Supplement. The Supplement should be read in conjunction with the Circular. Copies of the Supplement and Circular are available on Renaissance’s website at www.renaissanceoil.com and under Renaissance’s profile on SEDAR at www.sedar.com.
Renaissance holds an option to acquire a 50% direct interest, in all subsurface surface rights, in a large petroleum license, comprising 2.2 million acres in the Kavango sedimentary basin, in Botswana, Africa. The license operator is ReconAfrica. Renaissance is an onshore operator in Mexico with a direct participation of 100% in approximately 1200 boe / day.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Caution regarding forward-looking statements: Certain statements contained in this press release constitute forward-looking information under applicable Canadian law, United States and other applicable securities laws, rules and regulations, including, without limitation, statements regarding voting in connection with the Transaction. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “proposed”, “estimated” and similar expressions and statements concerning matters that are not facts identify forward-looking information and are based on Renaissance’s current belief or assumption as to the outcome and timing of such future events. There can be no assurance that such statements will prove to be accurate, as actual results and future events of Renaissance could differ materially from those anticipated in these forward-looking statements. The factors that could cause actual results and future events to differ materially from those anticipated in these forward-looking statements are set out in the âRisk Factorsâ section of the Circular and in the âRisk Management and Rick Factorsâ section in Renaissance management discussion and analysis for the financial year ended December 31, 2020. Various assumptions or factors are generally applied in drawing conclusions or making the forecasts or projections set forth in forward-looking information. These assumptions and factors are based on information currently available for ReconAfrica and Renaissance. The forward-looking information contained in this press release is made as of the date hereof and ReconAfrica and Renaissance assume no obligation to update or revise any forward-looking information, whether as a result of new information, future events. or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained in this document, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
SOURCE Renaissance Oil Corp.
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