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TSXV ticker symbol: BEN.H
CALGARY, Dec. 4, 2017 /CNW/ - Butte Energy Inc.
("Butte" or the "Company") (TSXV: BEN.H) is pleased
to announce that it has entered into the following arm's length
agreements:
- a share purchase agreement (the "Share Purchase
Agreement") with Victor Redekop
("Redekop"), Bill Baker
("Baker") and Stone's Throw Capital Corp. ("Stone's
Throw") pursuant to which Redekop and Baker, as vendors, have
agreed to sell 30,000,000 common shares of the Corporation
("Common Shares") to Stone's Throw for aggregate
consideration of $2.00;
- a convertible loan agreement (the "Convertible Loan
Agreement") with Stone's Throw, pursuant to which the
Corporation will borrow the principal amount of $300,000 from Stone's Throw, which will bear
interest at 10% per annum and is repayable on the date that is 12
months from the date of issuance. The principal amount and
accrued interest will be convertible at the option of Stone's Throw
into units of the Corporation ("Units") at a conversion
price of $0.05 per Unit. Each
Unit will consist of one Common Share and one Common Share purchase
warrant (a "Warrant"). Each Warrant (substantially in
the form attached as Schedule B to the Convertible Loan Agreement,
the "Warrant Certificate") will entitle the holder to
acquire one Common Share at an exercise price of $0.05 for a period of 12 months from the date
they are issued; and
- a debt purchase and settlement agreement (the "DPS
Agreement") with Redekop, Baker, Sand Hills Energy Inc.
("Sand Hills") and Stone's Throw pursuant to which: (i)
Redekop, Baker and Sand Hills have agreed to sell their
indebtedness from the Corporation in the aggregate amount of
$12,966,379.60 (the
"Purchased Debt"); and (ii) the Corporation and Stone's
Throw have agreed to settle the Purchased Debt by the issuance to
Stone's Throw of an aggregate of 259,327,592 Common Shares.
Without taking into account any securities which may be issuable
upon the conversion of the convertible loan, on closing, Stone's
Throw will hold 289,327,592 of the 303,066,402 of issued and
outstanding Common Shares, representing 95.4% of the issued and
outstanding Common Shares, and therefore will become a Control
Person (as such term is defined in the policies of the TSX Venture
Exchange (the "TSXV")) of the Corporation. Pursuant to the
policies of the TSXV, the Corporation has received disinterested
shareholder approval to the transactions resulting in the creation
of a new Control Person. Stone's Throw is controlled by
Ron Tremblay. Mr. Tremblay is
the CEO and President of TSX-listed Levon Resources Ltd.
The transactions contemplated above are subject to standard
industry closing conditions and approval by the TSXV. It is
expected that the transactions contemplated above will be completed
on or before mid-December.
This news release includes certain statements that may be
deemed "forward-looking statements" within the meaning of
applicable Canadian securities legislation. Specifically, this news
release includes, but is not limited to, forward-looking statements
with respect to timing and closing of the transactions contemplated
under the Share Purchase Agreement, the Convertible Loan Agreement
and the DPS Agreement. Generally, forward-looking statements can be
identified by the forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "projects", "intends", "anticipates", or
"does not anticipate", or "believes", or "variations of such words
and phrases or state that certain actions, events or results "may",
"can", "could", "would", "might", or "will" be taken", "occur" or
"be achieved". Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: risks associated with general economic conditions,
adverse industry events, loss of markets, inability to obtain
regulatory approvals, the liabilities of the Corporation, income
tax and regulatory matters. Although the Corporation has attempted
to identify important factors that could cause results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results to be materially
different from those anticipated, described, estimated, assessed or
intended. There can be no assurance that any forward-looking
statements will prove accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Corporation does not undertake to
update any forward-looking statements that are incorporated by
reference herein, except in accordance with applicable securities
laws.
This press release is not an offer of the securities for
sale in the United States. The
securities have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Butte Energy Inc.