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Regulatory News

Result of Annual and Special Meeting

Fri, 17th May 2019 15:01

RNS Number : 4552Z
SDX Energy Inc.
17 May 2019


17 May 2019


("SDX Canada" or the "Company")

SDX Canada announces shareholder approval of the arrangement

SDX Energy Inc. (TSXV, AIM: SDX), the North Africa focused oil and gas company, is pleased to announce that shareholders have voted in favour of all items of business brought before them at the Company's annual and special meeting of shareholders (the "Meeting") held in London, United Kingdom today.

At the Meeting, amongst other things, the re-domiciliation of SDX Canada to the United Kingdom pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") with SDX Energy plc ("SDX UK") was approved by shareholders of the Company. The special resolution approving the Arrangement was approved by 88.87% of the votes cast by shareholders represented in person or by proxy at the Meeting.

Pursuant to the Arrangement, SDX UK will acquire all of the issued and outstanding common shares in the capital of the Company (the "SDX Canada Shares") in exchange for new ordinary shares in SDX UK ("SDX UK Shares") on a one-for-one basis and as a result, on closing of the Arrangement, SDX UK will become the ultimate parent company of SDX Canada and its subsidiaries. In connection with the Arrangement, SDX UK will apply for the SDX UK Shares to be admitted to trading on the AIM market of the London Stock Exchange plc ("AIM"). SDX Canada intends to delist the SDX Canada Shares from the TSX Venture Exchange (the "TSXV") and cancel the admission to trading on AIM of the SDX Canada Shares (including depositary interests (the "Depositary Interests") representing such shares).

The Arrangement remains subject to final acceptance by the TSXV and the final approval of the Court of Queen's Bench of Alberta (the "Court"), whose hearing for the final order to approve the Arrangement is scheduled to take place on 21 May 2019. The SDX Canada Shares are expected to be delisted from the TSXV at 4:00 p.m (Toronto time, 9:00pm London time) on 24 May 2019. If final approval is granted by the Court, it is intended that the Arrangement will be completed on May 27, 2019 and that the SDX UK Shares will be admitted to trading on AIM at 8:00pm London time on 28 May 2019 in place of the SDX Canada Shares. Details of the Arrangement are set out in the press release of the Company dated 8 April 2019, the management information circular of the Company dated 8 April 2019 and the material change report of the Company dated April 15, 2019 (the "Circular") each available under the Company's corporate profile on SEDAR at www.sedar.com.

About SDX Canada

SDX Canada is an international oil and gas exploration, production and development company, headquartered in London, England, UK, with a principal focus on North Africa. In Egypt, SDX Canada has a working interest in two producing assets (50% North West Gemsa & 50% Meseda) located onshore in the Eastern Desert, adjacent to the Gulf of Suez. In Morocco, SDX Canada has a 75% working interest in the Sebou concession situated in the Rharb Basin. These producing assets are characterised by exceptionally low operating costs making them particularly resilient in a low oil price environment. SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.

For further information, please see the website of the Company at www.sdxenergy.com or the Company's filed documents at www.sedar.com.

For further information:

SDX Energy Inc.

Mark Reid

Chief Financial Officer and Interim Chief Executive Officer

Tel: +44 203 219 5640

Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)

Callum Stewart/Nicholas Rhodes/Ashton Clanfield

Tel: +44 (0) 20 7710 7600

Cantor Fitzgerald Europe (Joint Broker)

David Porter

Tel: +44 207 7894 7000

GMP FirstEnergy (Joint Broker)

Jonathan Wright

Tel: +44 207 448 0200

Celicourt (PR)

Mark Antelme/Jimmy Lea/Ollie Mills

Tel: +44 207 520 9261

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain statements contained in this press release may constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact should be viewed as forward-looking information. In particular, statements regarding receipt of the final court order and final acceptance by the TSXV in respect of the Arrangement, the closing of the Arrangement, the proposed delisting of SDX Canada Shares on the TSXV and cancellation of the SDX Canada Shares (and Depositary Interests) on AIM and the approval of the admission of the SDX UK Shares should be regarded as forward-looking information.

The forward-looking information contained in this document is based on certain assumptions and although management considers these assumptions to be reasonable based on information currently available to them, undue reliance should not be placed on the forward-looking information because SDX can give no assurances that they may prove to be correct. This includes, but is not limited to, assumptions related to, among other things, ability to obtain court and other regulatory approvals.

All timing given in this announcement, unless stated otherwise is indicative and while the Company endeavors to provide accurate timing to the market, it cautions that due to the nature of its operations and reliance on third parties this is subject to change often at little or no notice. If there is a delay or change to any of the timings indicated in this announcement, the Company shall update the market without delay.

Forward-looking information is subject to certain risks and uncertainties (both general and specific) that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Such risks and other factors include, but are not limited to political, social and other risks inherent in daily operations for the Company, risks associated with the industries in which the Company operates, such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. Readers are cautioned that the foregoing list of risk factors is not exhaustive and are advised to reference the Circular for a description of additional risks and uncertainties associated with the Arrangement and with the Company's business, including its exploration activities, which is available on the Company's SEDAR profile at www.sedar.com.

The forward-looking information contained in this press release is as of the date hereof and SDX Canada does not undertake any obligation to update publicly or to revise any of the included forward-looking information, except as required by applicable law. The forward-looking information contained herein is expressly qualified by this cautionary statement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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