| 02 Jan 2013 17:43 ET |  | ACCESSWIRE-TNW
CALGARY, ALBERTA-(TheNewswire) - January 2, 2013)
Anglo Canadian Oil Corp. ("Anglo") (TSX-V:ACG) and Tallgrass Energy Corp. ("Tallgrass") are pleased to announce completion effective December 31, 2012 of the previously announced plan of arrangement (the "Arrangement") effecting the amalgamation of Anglo and Tallgrass. The resulting amalgamated company ("Amalco") shall continue under the name "Tallgrass Energy Corp." Final submissions have been made to the TSX Venture Exchange ("TSXV") and upon receipt of final acceptance of the TSXV, it is anticipated that trading will resume shortly under the trading symbol "TLC".
Pursuant to the Arrangement, Tallgrass shareholders (pre-arrangement) received one common share of Amalco ("Amalco Share") or each for common share of Tallgrass (pre-arrangement). Anglo shareholders received one Amalco share for every 14.4887 common shares of Anglo held resulting in 23,736,857 Amalco Shares issued and outstanding. Warrants and stock options of Anglo and Tallgrass were also exchanged on the basis of the same exchange ratio resulting in warrants to acquire 4,462,901 Amalco Shares and stock options to acquire 1,849,355 Amalco Shares issued and outstanding.
For additional detailed information regarding Amalco, please refer to the joint management proxy and information circular dated November 21, 2012 filed on SEDAR under the profile of Anglo Canadian Oil Corp.
Niko Resources Ltd., a public company listed on the Toronto Stock Exchange acquired, pursuant to the Arrangement, 5,933,334 Amalco Shares representing 25% of the issued and outstanding Amalco Shares and warrants exercisable for 1,466,666 Amalco Shares. (My emphasis!!!!)
Note Regarding Forward-Looking Statements and Other Advisories
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws including statements relating to the effective date of the Arrangement and final acceptance of the TSX Venture Exchange. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future. The forward-looking information is based on certain key expectations and assumptions made by Amalco's management, including expectations regarding obtaining the approval of the TSX Venture Exchange. Although Amalco believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Amalco can give no assurance that they will prove to be correct.
Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. These forward-looking statements are made as of the date of this press release and Amalco disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
For further information:
John H. McAdam
President
Tallgrass Energy Corp.
Suite 1540, 700-6th Avenue SW
Calgary, Alberta, T2P 0T8
Main: (403) 262-0315
Fax: (403) 262-0319
info@tallgrassenergy.ca
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 LAW.
This News Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued pursuant to the plan of arrangement and financing described herein have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from such registration.
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