Facsimile: 604-669-3041 Trading Symbol: “LG” Toll Free: 1-800-663-9688
LIONS GATE ENERGY INC.
P.O. Box 48778 Stn. Bentall Centre, Vancouver, B.C. V7X 1A6
Telephone: 604-669-6463 TSX Venture Exchange Facsimile: 604-669-3041 Trading Symbol: “LG” Toll Free: 1-800-663-9688
News Release – 15-02
Lions Gate Energy Inc.
Name Change and Share Consolidation, and Advanced Notice Provisions
June 26, 2015
Vancouver, BC -- Lions Gate Energy Inc. (“Company”) (TSXV: LG) the Company announces that it plans to proceed with a consolidation of its common shares. Shareholder approval was received at the shareholders meeting held on Friday, December 15, 2014 (the “Meeting”). Shareholders passed a special resolution which provides the Board of Directors of the Company with the ability to proceed with a share consolidation on the basis of one (1) post-consolidation common share for every six (6) pre-consolidation common shares. The Company intends to change its name to Starr Peak Exploration Ltd. in conjunction with the consolidation. There are currently 29,303,502 common shares outstanding. A consolidation on a six for one basis would reduce the number of common shares outstanding to 4,883,917. The Board of Directors believes that a reduced number of shares will have numerous benefits, including facilitating corporate finance transactions.
Shareholders also passed a special resolution at the Meeting to allow the Company to enter into debt settlement agreements with certain of its creditors. The Company would issue Common Shares once the issuance has been approved by the TSX Venture Exchange (the “Exchange”). As a result of the debt settlement and with J. Frank Callaghan, President and CEO of the Company and Standard Drilling & Engineering Ltd., a company wholly owned by Mr. Callaghan, Mr. Callaghan would directly or indirectly, beneficially owning or controlling more than 20% of the outstanding Common Shares and becoming a new “Control Person” as defined by the policies of the Exchange. The Common Shares issuable pursuant to the debt settlement transaction will be subject to a 4-month hold period.
A special resolution was also passed at the Meeting to approve the alteration of the Company’s Articles to add advance notice provision to the Articles that requires advance notice to the Company in circumstances where director nominations are made by shareholders of the Company other than pursuant to a proposal or a requisition of shareholders made in accordance with the Business Corporations Act (British Columbia).
The above-noted proposed share consolidation, name change and debt settlement transaction are subject to receipt of Exchange approval.
For further information please contact:
Lions Gate Energy Inc.
"J. Frank Callaghan"
J. Frank Callaghan, President, & CEO Tel: 604 669-6463
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, included herein, including statements regarding the proposed share consolidation, the proposed shares for debt settlement transactions and the creation of a new control person, are forward-looking information. Forward- looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking information disclosed by the Company is not a guarantee of future performance, and that actual results may differ materially from those in forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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.