Saxon Oil Company Ltd. Announces Shareholder Approval to Sale of All of its Assets Which are Held by its Wholly-Owned Subsidiary Saxon Oil Company and the Winding-Up of the Company
Houston, Texas--(Newsfile Corp. - September 28, 2012) - Saxon Oil Company Ltd. (TSX.V: SXN) (PINK SHEETS: SXNOF) (FRANKFURT: OVG) (BERLIN: OVG) (“Saxon”, the “Company” or the “Seller”) announces that its shareholders have approved (i) the proposed sale of all of the shares (the “Sale Transaction”) in the Company’s wholly owned subsidiary, Saxon Oil Company (“Saxon US”), which currently holds substantially all of the Company’s assets primarily located in Oklahoma, North Dakota, Texas and Kansas, pursuant to the purchase and sale agreement between the Company, Saxon US and Trek Resources Inc. (“Trek”) dated August 10, 2012 for a total cash consideration of US$7,225,000, subject to adjustments (the “Purchase Price”); (ii) the subsequent liquidation and dissolution (the “Winding Up”) of the Company; and (iii) the distribution to the shareholders of the net proceeds of the liquidation and dissolution.
The resolutions authorizing the above mentioned transactions were approved by more than two-thirds of the votes cast by shareholders present in person or represented by proxy at the annual and special meeting of shareholders held on September 21, 2012. The TSX Venture Exchange has also subsequently provided acceptance to the Sale Transaction.
The closing of the Sale Transaction is expected to occur on or around October 23, 2012. The closing of the Sale Transaction and the implementation of the Winding Up remain subject to the conditions and risk factors described in Saxon's information circular dated August 22, 2012. Further information regarding the Winding Up and the amount and timing of the distribution to shareholders will be provided in subsequent press releases as such information becomes available.
ON BEHALF OF THE BOARD OF DIRECTORS,
About Saxon Oil Company Ltd:
Saxon Oil Company is a Tier One Texas-based Canadian company, trading on the TSX Venture Exchange under the symbol SXN. The Company is an independent international oil and gas company engaged in the acquisition, development and production of oil and natural gas reserves. The Company seeks to deliver strong shareholder returns through an effective exploration and development program that incorporates sound business practices with the latest oil field technologies. The goal is to steadily increase proven reserves of oil and natural gas – which, in turn, will lead to enhanced cash flows and earnings per share.
This press release contains forward- looking statements and information within the meaning of applicable securities laws including statements regarding the sale of Saxon US, the liabilities of the Company, the net proceeds available for distribution, the dissolution and winding-up of the Company and the distribution of funds to the shareholders. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based upon currently available information to the Company. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in forward-looking statements. Risks include but are not limited to: receipt of all required regulatory ad shareholder approvals, satisfaction of the conditions to the sale of Saxon US, changes in tax laws, the ability to dissolve the Company and the risks associated with the oil and gas industry. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding plans for completion, production potential, other targeted areas and expansion and development plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The statements made in this press release are made as of the date of this press release, and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The Company undertakes no obligation to comments on analyses, expectations or statements made by third-parties in respect of the Company or the transactions discussed herein..
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.
Saxon Oil Company