News Release
MMO Announces Non-Brokered Private Placement and Proposed Change of Business To Investment Issuer
September 25, 2017 – Vancouver, British Columbia. Mount Dakota Energy Corp. (the “Company”) is pleased to announce that it is proposing to change its business from a Tier 2 Oil and Gas issuer to a Tier 2 Investment Issuer (the “Proposed COB”) pursuant to the Policies of the TSX Venture Exchange (the “Exchange”). In anticipation of the Proposed COB, the Company will also undertake a non-brokered private placement of common shares to raise gross proceeds of $3,000,000 (the “Proposed Offering”) by issuing 30,000,000 common shares at a price of $0.10 per share. The Company’s shares have been halted and will remain halted until the requirements of the Exchange have been met.
The Company’s board of directors have determined that, as a result of the continuing depressed market for oil and gas issuers, the skills and expertise of management, and the Company’s capital, could best be utilized if the Company converted into an investment issuer.
The Company has not entered into any agreement with any party with respect to an investment and is currently in negotiations with various parties for a potential investment. It is expected that the Company’s first investment will be in the industrial sector. The Proposed COB will be an “arm’s length transaction”, for the purposes of the Exchange, and the Company believes that shareholder approval will not be required for the following reasons: a) the Proposed COB and the proposed initial investment will not be Related Party Transactions (as such terms are defined in the Policies of the Exchange) and no other circumstances exist which could compromise the independence of the Company or other interested parties (in particular, the Company’s directors and officers); b) the Company is without active operations and has been put on notice by the Exchange that it will be transferred to NEX; c) the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading upon completion of the Proposed COB; and d) shareholder approval of the Proposed COB is not otherwise required under applicable corporate and securities laws. In the event that the Exchange determines that shareholder approval will be required, the Company intends to obtain the necessary shareholder approval by way of written consent of the shareholders of the Company holding a majority of the issued and outstanding shares of the Company.
The Proposed COB is, however, subject to Exchange approval. The Company intends to apply to the Exchange for a waiver of the Exchange’s sponsorship requirements.
As required by the Exchange, the Company will adopt an investment policy to govern its investment activities. The investment policy will set out, among other things, the investment objectives and strategy based on the fundamental principals set out below. The final investment policy will be available on the Company’s SEDAR profile located at www.sedar.com.
Completion of the Proposed COB and any Initial Investment will be subject to a number of conditions, including, but not limited to, Exchange acceptance and, if applicable, disinterested shareholder approval Where applicable, the transactions described herein cannot close until the required shareholder approval has been obtained. There can be no assurance that the Proposed COB will be completed as proposed, or at all.
The Company’s investment objectives will be:
1. to seek a high rate return on investment opportunities in publicly traded or privately held companies operating in any industry. The Company intends to initially focus on the industrial and real estate sector, but may invest in any other sector; and 2. to preserve capital and to limit the downside risk while achieving a reasonable rate of return by focusing on opportunities with attractive risk to reward profiles. The Company does not anticipate declaring dividends to shareholders and plans to re-invest any profits to further growth and development of the Company’s investment portfolio.
Additionally, the Company will adopt a flexible investment strategy, which will enable it to pursue investment targets without unnecessary limits or restrictions on potential investment returns.
The investment sectors will be any industry, although the Company will initially focus on the industrial and real estate sector. Investments may include, without limitation, the acquisition of equity, debt, royalties, income, derivatives or other securities of publicly traded or private company or other entities, and may include the acquisition of all or part of one or more businesses, portfolios or assets which the Company believes will enhance shareholder value over the long term. Potential investments may be undertaken in Canada and in any other jurisdiction outside Canada. Investment size shall be unlimited and may result in the Company holding a control position in a target entity. The Company will actively review all investments on an ongoing basis.
Concurrently with the Proposed COB, the Company may seek to change its name to a name that will better reflect its business activities.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions described herein, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the contents of this news release.
ON BEHALF OF THE BOARD OF DIRECTORS
“Steve Loo”
Steve Loo
Chief Executive Officer and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
