Primewest Exploration Inc. Announces Annual General Meeting and Special
PRESS RELEASE
Primewest Exploration Inc. Announces Annual General Meeting and Special Meeting of the Shareholders to be held on August 14, 2012.
August 7, 2012 - Calgary Alberta – Primewest Exploration Inc. (the “Corporation”) (TSXV: “PWI.P”) is pleased to announce its first Annual General Meeting (the "AGM") and Special Meeting of the Shareholders will be held at Suite 730, 1015 – 4th Street SW Calgary, Alberta T2R 1J4 on Tuesday, August 14, 2012, at 10:00 a.m.
The AGM is being held for the purpose of electing the Directors for the ensuing year, to receive the Audited Financial Statements for the years ending December 31, 2010 and 2011, to appoint the Auditors for the Corporation and to re-new the Corporation’s stock option plan.
The purpose of the Special Meeting is to approve the cancellation of 50% of the seed capital stock held by the non-arms length parties of the Corporation and the transfer of the Corporation to the NEX, to approve a name change for the Corporation and other business of the Corporation. For clarity, the cancellation of shares does not affect the President’s list participants.
Per Exchange Policy 2.4, the Corporation had until April 20, 2012 to complete a Qualifying Transaction (QT) or be suspended from trading. Although a QT has been secured by the Corporation, it was not possible to close the acquisition prior to April 20, 2012, therefore, the stock was suspended. The Corporation was granted a 90 day extension to complete the QT or seek approval to cancel 50% of the seed shares and obtain shareholder approval to transfer its listing to the NEX trading board of the Exchange. Failure to accomplish one of these two options within the 90 days would result in the shares of the Corporation being delisted. Due to time constraints, the Corporation has opted to seek approval from the shareholders to cancel 50% of the seed shares and transfer to the NEX. The Exchange has granted a further extension, to August 21, 2012, by which to make application to transfer to the NEX, in order to accommodate the planned AGM.
Pending approval of the transfer to the NEX, the Corporation will continue to pursue financing and close the QT subject to Exchange approval, upon which it will apply for reinstatement on the TSXV. Until then trading of the common shares of the Corporation will remain suspended. The Corporation’s financial reporting is currently up to date and it is a reporting issuer in good standing.
On January 7, 2011 the Exchange Compliance and Disclosure Department commenced a review of the Corporation’s affairs due to concerns it had regarding the Corporation’s compliance with the expense restrictions established in Exchange Policy 2.4. The Exchange identified that certain expenses contravened these requirements and the Corporation had not implemented adequate internal control procedures regarding the review and approval of payments. The Corporation has implemented improved internal control procedures and the Exchange has concluded its review of this non-compliance.
Information Circulars and proxy material have been submitted to the shareholders and the directors encourage the shareholders to vote in favour of the resolutions put forward, which will permit the Corporation to complete its QT, be reinstated on the TSXV and move forward as a successful oil and gas exploration and development entity. Mr. Chapman has been quoted, “The Corporation has secured a QT with upside potential for well reactivation, infill drilling and drilling for reservoir extension. We believe we have assembled a strong Board of Directors and have an exciting plan for development and growth of your Corporation. Despite all the delays, we have navigated through the obstacles and are ready to move forward.”
For further information please contact:
Primewest Exploration Inc.
Charles Chapman,
Chairman of the Board Phone: (403) 266-4141
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release.
Cautionary Statements:
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Acquisition and associated transactions, including statements regarding the terms and conditions of the Proposed Acquisition and associated transactions. Readers are cautioned not to place undue reliance on forward- looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Acquisition and associated transactions, that the ultimate terms of the Proposed Acquisition and associated transactions will differ from those that currently are contemplated, and that the Proposed Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, RSR, the Properties or their respective financial or operating results or (as applicable), their securities.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.