Petrox announces proposed acquisition of SSGE Bio-energy Company Limited

Calgary, Alberta – (Newsfile Corp. – May 24, 2024) – Petrox Resources Corp. (TSXV: PTC) (“Petrox“or the “Corporation”) informs that it has concluded a non-binding letter of intent dated May 24, 2024 regarding the finalization of the transaction (“Proposed transaction“), under which it will acquire all shares of SSGE Bio-energy Company Limited (“SSGE“).

SSGE Bio-energy Company Limited (“SSGE“), a holding company with its registered office in the Hong Kong Special Administrative Region (“HKSAR“), which through its wholly owned subsidiary, SSBE Limited (“SSBE“), has developed one of the world’s largest biochar production facilities in Myanmar, with a capacity of over 200,000 tons per year at the end of 2023. SSGE has also developed 56 patents for the entire vertical process. SSGE aims to become a leader in the sustainable energy industry by transforming any woody biomass waste and any agricultural waste from forests and/or production facilities at Bio-Węgiel SSGE plans to develop and deliver world-class decarbonization solutions in Canada to the rest of the world in line with its state-of-the-art patented technologies.

The Company intends to issue a comprehensive press release regarding the Proposed Transaction following due diligence. Financial information regarding SSGE will be presented in a comprehensive press release.

The Proposed Transaction will be completed by way of a business transaction mutually agreed upon by the parties, pursuant to which Petrox will issue ordinary shares of its share capital in exchange for shares of the share capital of SSGE at a lot exchange ratio mutually agreed upon by the parties. Upon consummation of the Proposed Transaction, a majority of the issued and outstanding shares of Petrox will be owned by former SSGE shareholders. The proposed transaction will therefore be considered a reverse takeover under the policy of the TSX Venture Exchange (“TSXV“) and will be subject to approval by the TSXV. Trading in Petrox shares has been suspended and will remain suspended in accordance with the requirements of TSXV Policy 5.2.

SSGE remains at a distance from Petrox. Upon consummation of the Proposed Transaction, it is expected that Petrox’s directors and officers will be replaced by persons nominated by SSGE. Information regarding the composition of Petrox’s board of directors following the closing of the transaction will be provided in a future comprehensive Petrox press release.

SSGE intends to conduct a private placement offer (“Offering“) subscription confirmations (“Subscription confirmations“) for gross proceeds up to an amount of USD 5,000,000. Pursuant to their terms, upon satisfaction of the conversion conditions, each Subscription Certificate will be converted into Petrox Shares at the exchange rate agreed upon by the parties. The proceeds of the Offer will be deposited in an escrow account pending the completion of the Proposed Offer. Transaction and fulfillment of the release conditions on the Subscription Confirmation Escrow Account. Once completed and the net proceeds released, it is currently contemplated that the net proceeds will be used for the development of the manufacturing facility in Canada and for general corporate purposes.

The story continues

Prior to (and in connection with) the Proposed Transaction, Petrox intends to spin-off its existing petroleum business together with all assets and liabilities into a new company (“Newco“) and distribute Newco shares to existing shareholders on date a proportionally base. The demerger transaction will require prior approval by Petrox shareholders, the TSXV and such other approvals, including court approvals, as may be necessary to complete the transaction. Further details of the proposed demerger transaction will be announced once finalized. Shareholders are cautioned that there can be no assurance that the spin-off transaction will be completed on the terms currently proposed, or at all.

The proposed transaction is subject to a number of conditions, including successful completion of due diligence, submission of an offer and obtaining the necessary consents. The Letter of Intent will expire on September 30, 2024, unless extended by mutual consent of the parties.

LOI solution with M&L Renewable Technology International Ltd.

The Corporation informs that the Letter of Intent of December 14, 2023 concluded between it and M&L Renewable Technology International Ltd. has been terminated by mutual consent of the parties.

About Petrox

Petrox is a publicly listed Canadian junior oil and gas company engaged in the exploration and development of oil and natural gas deposits in the Western Canadian Basin. Petrox currently has a production facility in Fletwode, Saskatchewan, which produces approximately 17 barrels per day.

Petrox Common Shares are listed and traded on the TSX Venture Exchange under the trading symbol “PTC”.

FOR FURTHER INFORMATION PLEASE CONTACT:

Petrox Resources Corp.
Edwin Tam, President and CEO, or Alan Chan, Chief Financial Officer
Phone: (403) 270 – 2290
Fax: (403) 228 – 3013
Website: www.petroxresourcescorp.com

Reader advice

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

Completion of the transaction is subject to a number of conditions, including, without limitation, approval by the Exchange and, where applicable, disinterested shareholder consent. If applicable, the transaction may not close until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as planned or at all.

Investors are cautioned that any information disclosed or received in connection with the transaction may not be accurate or complete and should not be relied upon except as disclosed in the management information circular or the statement filed in connection with the transaction. Trading in Petrox securities should be considered highly speculative.

TSX Venture Exchange Inc. has not in any way conveyed the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

Forward-looking statements

This press release contains forward-looking statements with respect to the Proposed Transaction and the hedging transactions. These forward-looking statements may relate to, among other things, projections or expectations regarding the operations of SSGE and Petrox, TSXV requirements, and may include other statements that are forward-looking in nature or depend on future events or conditions and can typically be identified by words such as ” may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “guidance” or similar expressions. Further, any statements relating to expectations, forecasts or other characterizations of future events or circumstances are forward-looking statements.

Events or circumstances could cause actual results to differ materially from those anticipated as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond Petrox’s control. The reader is cautioned not to place undue reliance on any forward-looking information. Although management believes such information to be reasonable at the time it is prepared, it may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Petrox undertakes no obligation to publicly update or revise any forward-looking statements contained therein, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210388