Petrox Resources Corp. (TSX-V: PTC) reports that its shareholders have approved the proposed amalgamation transaction with Shanghai Sinooil Energy Holding Corp.
Pursuant to the Amalgamation agreement, Petrox will amalgamate with Shanghai Energy Corp., the wholly owned Alberta, Canada, subsidiary of Shanghai Energy, to form a new Alberta corporation, known as Amalco, and all holders of common shares of Petrox will receive $0.30 for each Petrox Share held by them.
The respective obligations of Petrox and Shanghai Energy to complete the amalgamation contemplated by the agreement are subject to a number of conditions that must be satisfied or waived in order for the amalgamation to become effective, including the receipt by Shanghai Energy of financing required to pay the purchase price for the securities, the receipt of all required shareholder, regulatory and third-party consents, including the approval from the TSX Venture Exchange to delist the shares of Petrox, that not more than 10% of the issued, and outstanding Petrox shares shall have exercised rights of dissent in relation to the amalgamation and satisfaction of other customary closing conditions.
Closing of the amalgamation had been scheduled to occur on or about Dec. 17; however, a number of conditions, including delivery by Shanghai Energy of funds to pay for the securities, have yet to be met. Closing will, therefore, be delayed.
After completion of the amalgamation, Petrox will apply to delist the Petrox shares from the TSX Venture Exchange and to have Petrox removed as a reporting issuer in each jurisdiction of Canada, where it currently has reporting issuer status.
Petrox is a public Canadian junior oil and gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian Basin. Petrox has assembled approximately 32 sections of 100% working interest lands in the emerging Viking light oil play in the Halkirk and Battle areas of central Alberta. Petrox also has a production property in Fletwode, Saskatchewan, that produces approximately 40 boe/d.
Shanghai Sinooil Energy Holding Corp. is a wholly owned subsidiary of China Energy Reserve and Chemicals Group. It is a vertically integrated natural gas company with a number of subsidiaries throughout China. Shanghai Energy's businesses include operating two natural gas transportation companies with over 500 specialized transport vehicles for transporting both CNG and LNG, the construction of natural gas pipeline networks, and shale gas exploration and development. The company is also involved in the trading of fuel, lubricants, LPG, LNG, and other oil and gas products in both domestic and international markets.