Yoho Announces Acquisition of Common Shares of Storm Resources
January 31 2014 - 4:46PM
Marketwired
Yoho Announces Acquisition of Common Shares of Storm Resources
CALGARY, ALBERTA--(Marketwired - Jan 31, 2014) - Yoho Resources
Inc. ("Yoho" or the "Company") (TSX-VENTURE:YO) announces that, in
connection with the transaction described below, Yoho's direct and
indirect wholly-owned subsidiary, Yoho Resources Partnership (the
"Partnership"), acquired ownership and control of 13,629,442 common
shares (the "Storm Shares") in the capital of Storm Resources Ltd.
(TSX-VENTURE:SRX) ("Storm") with a deemed value of $4.25 per share,
being the closing price of the Storm Shares on the TSX Venture
Exchange ("TSXV") on January 30, 2014 (the trading date immediately
prior to the date the Partnership acquired the Strom Shares
pursuant to the terms of the Asset Purchase Agreement (as defined
below)).
The 13,629,442 Storm
Shares were acquired from the treasury of Storm pursuant to the
terms and conditions of an asset purchase and sale agreement dated
January 22, 2014 (the "Asset Purchase Agreement") among the
Partnership, Yoho and Storm pursuant to which Storm acquired all of
Yoho's Montney acreage in the Nig area of Northeast British
Columbia for total consideration of approximately $87.9 million,
comprised of 13,629,442 Storm Shares having an aggregate deemed
value of approximately $57.9 million, based on the closing price of
the Storm Shares on the TSXV on January 30, 2014 of $4.25 per
share, and $30.0 million in cash (before adjustments), which
transaction closed on January 31, 2014 (the "Disposition").
Following the
completion of the Disposition, the Partnership (including any
"joint actors" of the Partnership) owns or exercises control or
direction over an aggregate of 13,629,442 Storm Shares representing
approximately 13.48% of the current issued and outstanding Storm
Shares (on a non-diluted basis).
In connection with
the Disposition, Yoho and the Partnership have entered into an
arrangement agreement pursuant to which they will undertake a plan
of arrangement (the "Arrangement") under the Business
Corporations Act (Alberta). Pursuant to the Arrangement, a new
class of common shares of Yoho (the "New Yoho Shares") will be
created and each currently issued and outstanding common share (the
"Yoho Shares") of Yoho will then be exchanged for one (1) New Yoho
Share and a portion of the Storm Shares received by the Partnership
pursuant to the Asset Purchase Agreement. Based on the 50,638,687
Yoho Shares issued and outstanding as at the date hereof (on a
non-diluted basis), holders of Yoho Shares shall be entitled to
receive one (1) New Yoho Share and 0.2691 of a Storm Share, for
each Yoho Share held at the time the Arrangement is completed. The
final exact allocation of the Storm Shares will be determined at
the time the Arrangement is completed based on the number of Yoho
Shares then issued and outstanding.
An early warning
report has been filed on SEDAR and will be available for review at
www.sedar.com under Storm's profile. A copy of the early warning
report can be obtained from the contact below.
Yoho Resources Inc.Wendy WoolseyVice-President Finance &
Chief Financial Officer(403) 537-1771 x102