Buenos Aires, Argentina--(Newsfile Corp. - January 9, 2017) - Estrella International Energy Services Ltd. (TSXV: EEN) (the "Company" or "Estrella"), announces that effective December 29,2016, it filed articles of amendment to consolidate its issued and outstanding common shares on a 1 for 1,400,000 basis. On consolidation no fractional shares were issued and shareholders who would otherwise have received fractional shares are entitled to be paid $0.19 per pre-consolidated common share held by them. The procedure for receiving the consideration for the shares is set out on pages 22 and 23 of the Company's information circular for its 2016 AGM dated October 31, 2016, which pages are excerpted on Schedule "A" attached hereto.
Following the consolidation the sole shareholder of the Company is Ringo Holding L.P.. The Company was delisted from the TSX Venture Exchange effective December 29, 2016.
For further information contact:
| Estrella International Energy Services Ltd. Diego Acevedo Telephone: Facsimile: Email: | Chairman of the Board of Directors +54 (11) 5217-5250 +54 (11) 5217-5280 info@estrellasp.com |
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Schedule "A"
Excerpt from Information Circular
Procedure for Receipt of Consideration
The Letter of Transmittal is enclosed with this Information Circular for use by Shareholders for the surrender of certificate(s) representing Common Shares. The details for the surrender of such share certificate(s) to Computershare and the address of Computershare are set out in the Letter of Transmittal. In order to receive the Consideration a Shareholders must first deliver and surrender to Computershare all share certificate(s) representing such Shareholders' Common Shares, together with the Letter of Transmittal duly completed and executed in accordance with the instructions on such form or in otherwise acceptable form and such other documents as Computershare may reasonably require, if any.
Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the certificate(s) deposited therewith, the certificate(s) must be endorsed or be accompanied by an appropriate securities transfer power of attorney duly and properly completed by the registered holder, with the signature on the endorsement panel, or securities transfer power of attorney guaranteed by an Eligible Institution.
In all cases, payment for Common Shares deposited will be made only after timely receipt by Computershare of certificates representing Common Shares, together with a properly completed and duly executed Letter of Transmittal, or a manually executed photocopy thereof, relating to such Common Shares, with signatures guaranteed if so required in accordance with the instructions in the Letter of Transmittal, and any other required documents.
All questions as to validity, form, eligibility (including timely receipt) and acceptance of any Common Shares deposited pursuant to the Consolidation will be determined by the Corporation in its sole discretion. Depositing Shareholders agree that such determination shall be final and binding. The Corporation reserves the absolute right to reject any and all deposits which the Corporation determines not to be in proper form or which may be unlawful for it to accept under the laws of any jurisdiction. The Corporation reserves the absolute right to waive any defect or irregularity in the deposit of any Common Shares. There shall be no duty or obligation on the Corporation, Computershare, or any other person to give notice of any defect or irregularity in any deposit of Common Shares and no liability shall be incurred by any of them for failure to give such notice. The Corporation's interpretation of the terms and conditions of the Circular and the Letter of Transmittal will be binding on the Shareholders.
Lost Certificates
A Shareholders who has lost or misplaced the Shareholders' Common Share certificate(s) should complete the Letter of Transmittal as fully as possible and forward it, together with an affidavit or a statement explaining the loss, to Computershare. Computershare will assist in making arrangements for the necessary affidavit or statement (which may include a bonding requirement) for payment of the Consideration in accordance with the terms of the Consolidation.
Method of Delivery
The method of delivery of certificates representing Common Shares, the Letter of Transmittal and all other required documents is at the option and risk of the person delivering them. The Corporation recommends that such documents be delivered by hand to Computershare, at the office noted in the Letter of Transmittal, and a receipt obtained therefor, or if mailed, that registered mail, with return receipt requested, be used, and that proper insurance be obtained.
Shareholders holding Common Shares that are registered in the name of a broker, investment dealer, bank, trust Corporation or other nominee must contact their nominee holder to arrange for the surrender of their Common Shares.
Payment and Delivery of the Consideration
In order to receive the Consideration, a Shareholders must first deliver to Computershare the certificates representing such Shareholders' Common Shares and such other additional documents as Computershare may reasonably require. As soon as practicable after the Effective Date, assuming due delivery of the required documentation, the Corporation will cause Computershare to forward cheques for the Consideration (without interest) to which a Shareholders is entitled, by customary mailing method used by Computershare, to the address of the Shareholders as specified in the Letter of Transmittal unless the Shareholders indicates to Computershare that he or she wishes to pick up the cheque representing the Consideration, in which case the cheques will be available at the office of Computershare for pick-up by such holder. If no address is provided, cheques will be forwarded to the address of the person as shown on the applicable register of the Corporation.
No amount is to be paid to any Shareholders who would be entitled to receive, as a result of the Consolidation, less than $1.00, net of withholding taxes.
Under no circumstances will interest on the Consideration be paid by the Corporation or Computershare to persons depositing Common Shares by reason of any delay in paying the Consideration or otherwise.
The Corporation will pay for Common Shares validly deposited pursuant to the Consolidation by providing Computershare with sufficient funds (by bank transfer or other means satisfactory to Computershare) for transmittal to the holders of such Common Shares.
Computershare will act as the agent of persons who have deposited Common Shares for the purpose of receiving payment from the Corporation and transmitting payment from the Corporation and transmitting payment to such persons, and receipt of payment by Computershare will be deemed to constitute receipt of payment by persons depositing Common Shares.
Settlement with persons who deposit Common Shares will be effected by Computershare forwarding cheques payable in Canadian funds by first class insured mail, postage prepaid.
Proscription Period
On the Effective Date, each Shareholders (other than Ringo Holding L.P.) will be removed from the Corporation's register of Shareholders and, until validly surrendered, the Common Share certificate(s) held by such former holder will represent only the right to receive, upon such surrender, the Consideration (without interest).
Any certificate which prior to the Effective Date represented issued and outstanding Common Shares which has not been surrendered, with all other instruments required by the Letter of Transmittal, on or prior to the third anniversary of the Effective Date will cease to represent any claim or interest of any kind or nature against the Corporation or Computershare and shall be cancelled from the Corporation Shareholders register and will cease to represent any claim or interest of any kind or nature against the Corporation or Computershare and all funds then on deposit with Computershare in respect of the Consolidation will be returned to the Corporation.
ESTRELLA INTERNATIONAL ENERGY SERVICES LTD.
LETTER OF TRANSMITTAL
TO: COMPUTERSHARE TRUST COMPANY OF CANADA.
The undersigned hereby represents and warrants that the undersigned is the owner of the number of common shares ("common shares") of Estrella International Energy Services Ltd. ("Estrella") which shares are represented by the share certificate(s) described below and delivered herewith and the undersigned has good title to the shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such shares.
| Certificate Number | Number of Shares | Registered in the Name of |
In accordance with the special resolution approving the consolidation, The above-listed share certificates are hereby surrendered in exchange for certificates representing consolidated common shares of Estrella on the basis of 1 consolidated common share of Estrella for 1,400,000 common shares of Estrella. Estrella will not issue any fractional Common Shares as a result of the consolidation. Instead of receiving fractional Common Shares, the Shareholders will be paid CDN $0.19 in cash per pre-consolidated common share, held by them prior to the consolidation becoming effective (with no amount being paid to a Common Shareholder who would be entitled to receive, net of withholding taxes, less than $10).
The undersigned authorizes and directs Computershare Trust Company of Canada to issue a new DRS statement/certificate representing consolidated voting common shares of Estrella, or payment for fractional shares thereof, to which the undersigned is entitled as indicated below and to mail such DRS statement/certificate or payment to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Computershare
| Name (please print) | ||
| Address | ||
| | ||
| City Province Postal Code | ||
| Telephone (Office) (Home) ( ) ( ) | Social Insurance Number | Tax Identification Number |
| Date: ____________________ | __________________________ Signature of Shareholder |
