Tracer to Seek Consolidation of Shares; Contemplating Rights Offering
CALGARY, Alberta, May 4 /PRNewswire/ -- Tracer Petroleum Corporation (''Tracer'') (Nasdaq: TCXXF - news; Vancouver: TPC - news) reports that proxies have been mailed to shareholders whereby the Company is seeking approval of a three (3) for one (1) consolidation of the Company's issued and outstanding shares. In accordance with Regulatory requirements, management confirms:
a) the proposed consolidation ratio is three (3) old shares for one (1)
new share;
b) the number of shares currently outstanding is 4,087,205. The number of
shares which will be outstanding after the proposed consolidation will
be a maximum of 1,362,402.
c) two reasons integral in Management's decision to recommend the
necessary resolution for shareholders approval, are as follows:
i) Management believes the consolidation is necessary to enable the
Company to maintain its Nasdaq Small Cap listing. Nasdaq, as
previously announced April 23, 1999, has notified the Company that
its common shares have fallen below the minimum continued listing
requirement of US $1.00 for over 30 consecutive trading days. Any
company not trading at US $1.00 per share or greater will be
delisted. Tracer is currently trading at US $0.563 - US $0.625 and,
ii) The Small Cap listing has been identified by financial advisory firms
as a pre-requisite for any financing proposals to meet the
Company's acquisition and capital raising plans;
d) the shareholders' meeting to consider the foregoing has been scheduled
for June 4, 1999;
e) the consolidation is subject to shareholder approval and acceptance for
filing by the Vancouver Stock Exchange;
f) the Company's name will not be changed; and
g) there are no other actual or proposed material changes that have not
been previously announced.
Tracer's Board of Directors urges shareholders to approve the consolidation, in order to maintain the Company's listing on the Nasdaq Small Cap Market.
Tracer management is presently reviewing a number of merger and acquisition opportunities and in order to capitalize on these opportunities, Tracer may be required to raise additional capital. As a possible means of raising capital for the pursuit of future projects and for general working capital purposes, Tracer's Board is considering the undertaking of a rights offering. The Company is presently in discussions with a number of potential underwriters, with the view towards completing a rights offering on a fully underwritten basis.
This release contains ''forward looking statements'' as per Section 21E of the US Securities and Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Management is currently reviewing many options and there is no assurance that they will not make decisions other than those now contemplated. The Company is subject to political risks and operational risks identified in documents filed with the Securities and Exchange Commission, including changing and depressed oil prices, unsuccessful drilling results, change of government and political unrest in its main area of operations.
* The Vancouver Stock Exchange has neither approved nor disapproved the content of this release. |
