Vancouver, Canada, December 30, 2016 – Optimal Energy B.V. (the “Acquiror”) announces that, on December 30, 2016, it acquired 8,464,500 common shares of Ceylon Graphite Corp. (formerly NWest Energy Corp.) (the “Company”) and 8,464,500 special warrants of the Company in exchange for 5,000 common shares of Plumbago Refining Corp. B.V. (“Plumbago”) held, in connection with a Reverse Takeover (as that term is defined by the policies of the TSX Venture Exchange (“TSXV”) (the “RTO”) of the Company by Plumbago which was conducted through the facilities of the TSXV.
Immediately prior to the closing of the RTO, the Acquiror did not hold any shares of the Company. Immediately after the closing of the RTO, the Acquiror holds, directly or indirectly, 8,464,500 common shares of the Company, representing approximately 16.4% of the issued and outstanding common shares, and special warrants convertible into 8,464,500 common shares of the Company, representing approximately 33.33% of the issued and outstanding Special Warrants (assuming no other exercise of any convertible securities), which are subject to a certain escrow release event, and an applicable TSXV escrow time based release schedule, as more particularly described in the Company’s filing statement filed in connection with the Reverse Takeover dated December 22, 2016, available on SEDAR under the Company’s profile. Assuming the conversion of the special warrants held by the Acquiror, it would hold, directly or indirectly, 16,929,000 common shares of the Company, representing approximately 28.2% of the currently issued and outstanding common shares of the Company (assuming no other exercise of any convertible securities).
The Acquiror acquired ownership of the 8,464,500 common shares and 8,464,500 special warrants pursuant to the RTO. Those common shares and special warrants were acquired at a deemed price of $0.20 per share.
In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional common shares of the Company and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Company in the open market or otherwise, and it reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of an early warning report filed by the Acquiror in connection with the RTO is available on SEDAR under the Company’s profile. This press release is issued under the early warning provisions of Canadian securities legislation.
Forward-Looking Information
This press release contains forward-looking information based on current expectations. Statements about the acquisition or disposition of securities of the Company by the Acquiror, among other things, are all forward-looking information. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: changes in laws, general economic and business conditions; and changes in the regulatory regime. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the conditions set out in the Exchange’s conditional approval letter. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.
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.
For further information or for a copy of the early warning report filed with the relevant Canadian Securities regulators in conjunction with this news release please contact Optimal Energy B.V., Attention: Jody Lenihan at 949.677.2299.
