CALGARY, ALBERTA -- (Marketwired) -- 08/05/16 -- Lightstream Resources Ltd. (the "Company" or "Lightstream") (TSX: LTS) announces that, in connection with our previously announced proposed recapitalization transaction to be implemented by way of a plan of arrangement under the Canada Business Corporations Act (the "Arrangement"), the Court of Queen's Bench of Alberta (the "Court") has issued an interim order (the "Interim Order") authorizing, among other things, the holding of special meetings (the "Special Meetings") of the holders of our common shares (the "Shareholders"), the holders of our 9.875% second lien secured notes due 2019 (the "Secured Noteholders") and the holders of our 8.625% unsecured notes due 2020 (the "Unsecured Noteholders") at which Special Meetings Shareholders, Secured Noteholders and Unsecured Noteholders will, respectively, be asked to approve the Arrangement.
The Special Meetings are scheduled to be held at Eighth Avenue Place, Fourth Floor, 525 - 8th Avenue S.W., Calgary, Alberta, on September 13, 2016. The meeting of Shareholders will commence at 9:00 a.m. (Calgary time), the meeting of Secured Noteholders will commence at 10:00 a.m. (Calgary time) and the meeting of Unsecured Noteholders will commence at 10:30 a.m. (Calgary time). The record date for each of the Special Meetings has been set at August 5, 2016.
The management information circular of the Company (the "Information Circular") that will be filed and delivered to Shareholders, Secured Noteholders and Unsecured Noteholders in connection with the Special Meetings will contain information respecting the procedures for voting, as well as detailed information respecting the Arrangement, including the background and the anticipated impact of this transaction and the next steps for the Company should the Arrangement not be implemented. The Company anticipates that it will mail the Information Circular in mid-August and it will also make the Information Circular available on our website www.lightstreamresources.com and under our profile on SEDAR at www.sedar.com.
If the Arrangement receives the necessary approvals, the Company will return to the Court on September 20, 2016 at 10:00 a.m. (Calgary time), or such other time and/or date as the Court will advise, to request that the Court grant a final order in respect of the Arrangement. Closing of the transaction is anticipated to occur on or about September 30, 2016. Closing will be subject to receipt of the above-described securityholder approvals plus all required Court and regulatory approvals, and will be subject to obtaining a new revolving credit facility to replace our existing credit facility, among other conditions.
In addition to prescribing matters relating to the Special Meetings, the Interim Order also extends the stay of proceedings announced by Lightstream on July 13, 2016. Pursuant to the Interim Order, the stay period, during which any person, including the Unsecured Noteholders and Secured Noteholders, other than the lenders under the Company's revolving credit facility, is stayed from terminating, making any demand, accelerating, amending or declaring in default or taking any enforcement steps under any contract or other agreement to which the Company is a party, has been extended and will remain in place until and including September 30, 2016.
Further, as previously announced, the Company entered into a forbearance agreement with The Toronto-Dominion Bank, as Administrative Agent, and other lenders under the Company's revolving credit facility. Under the terms of the forbearance agreement, as amended, the lenders agreed to forbear from exercising their enforcement rights and remedies arising on account of existing defaults under the revolving credit facility until August 12, 2016. Subject to the Company obtaining satisfactory commitments to provide the new revolving credit facility, the Company anticipates entering into a second forbearance agreement with the lenders on or prior to August 12, 2016 to extend the forbearance through the anticipated completion of the Arrangement and implementation of a new revolving credit facility.
Readers are urged to consult the Company's press releases issued July 12, 2016, July 13, 2016 and July 28, 2016 for further details respecting the Arrangement.
Lightstream Resources Ltd. is an oil and gas exploration and production company focused on light oil in the Bakken and Cardium resource plays. We are committed to delivering industry leading operating netbacks, strong cash flows and consistent operating results through leading edge technology applied to a multi-year inventory of existing and emerging resource play opportunities. Our long-term strategy is to efficiently develop our assets and deliver an attractive dividend yield.
Forward Looking Information. Certain information provided in this press release constitutes forward-looking information (within the meaning of applicable Canadian securities laws). Specifically, this press release contains forward-looking information in respect of the Company's proposed Arrangement and the matters related thereto, including the anticipated timing of certain events, the Company being able to receive all required securityholder, Court and regulatory approvals to consummate the Arrangement, the execution of a second forbearance agreement with its lenders, and the ability to enter into binding commitment letters for the new credit facility of the Company. The forward-looking statements are based on information currently available as well as certain expectations and assumptions. Although Lightstream believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Lightstream can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which risks include, without limitation that the Company may not be able to complete the recapitalization, including the Arrangement, on the timeline or on the terms currently contemplated or at all, the recapitalization may have an effect on the Company other than what is currently anticipated, the pursuit of the recapitalization, Arrangement and related activities may divert management time and attention away from other business matters, and that the Company's business is exposed to commodity price and exchange rate fluctuations and changes in the general conditions in the oil and gas industry and in general economic conditions. In addition, the Company is exposed to each of the risks set forth in the AIF which has been filed on SEDAR and can be accessed at www.sedar.com. Except as may be required by applicable securities laws, Lightstream assumes no obligation to publicly update or revise any forward-looking information provided herein or otherwise, whether as a result of new information, future events or otherwise.
Contacts:
Lightstream Resources Ltd.
John D. Wright
President and Chief Executive Officer
Lightstream Resources Ltd.
Peter D. Scott
Senior Vice President and Chief Financial Officer
Lightstream Resources Ltd.
Annie C. Belecki
General Counsel
403.268.7800
403.218.6075 (FAX)
ir@lightstreamres.com
www.lightstreamresources.com
