North Sea Energy Announces the Results of its Annual and General Meeting of Shareholders and Corporate Update
Toronto, Ontario - July 3, 2015 - North Sea Energy Inc. ("NSE" or the "Company") (TSX-V:NUK) is pleased to announce the results of its Annual and General Meeting of Shareholders ("AGM") held on July 2, 2015 in its Toronto office. p>
Results of the AGM Meeting:
Shareholders voted for the re-election of J. Craig Anderson, C. Brent Austin, Larry Leblanc and Ian D. Lambert, as Directors of the Company until the next annual meeting of shareholders.
The shareholders also voted to re-appoint Grant Thornton Chartered Accountants as the Company's auditor for the ensuing year and authorized the directors to fix the auditors' renumeration.
Convertible Debenture Disclosure Update:
The $3.8 million convertible debenture (CD), issued to Mr. Karel Van de Velde (KVDV) on November 22, 2012, is subject to an Undertaking Agreement (UA), signed at the same time, that restricted the convertibility of the CD to circumstances where, after conversion, KVDV would not hold more than 10% of issued and outstanding common shares of the Company.
Based on the agreement amending the CD signed in November, 2014 (Amending Agreement), the Company believed that the CD was forcibly convertible by the Company in certain circumstances following July 1, 2015. In addition, notwithstanding that KVDV's shareholding in the Company had exceeded 10% by other means, the Company believed that the UA was no longer applicable. The Company has recently learned that KVDV does not share its interpretation of the UA, as KVDV asserts that the UA prevents the Company from forcibly converting the CD since he holds more than 10% of the issued and outstanding common shares of the Company.
Now therefore, the Company's position is as follows: KVDV should fully comply with the stated intention of the UA; KVDV cannot convert the CD unless he is under teh 10% threshold as required by the UA; and, pursuant to the terms of the Amending Agreement, the prinicipal amount of the CD and any deferred interest thereon are no longer payable by the Company. The Amending Agreement stipulates that interest shall not accrue from May 22, 2015 on the principal amount and that the principal amount shall not be payable as a financing (as defined in the Amending Agreement) was not received and closed by the July 1, 2015 deadline.
Stock Options Grant:
The Board has granted incentive stock options to purchase an aggregrate of 6,045,000 shares of the Company's capital stock to the officers, directors and consultants. These options, pursuant to the Company Stock Option Plan, will have a three year term, exercisable up to July 2, 2018 at an exercise price of $0.07 per share, which price is greater than the Market Price of the Company's shares immediately preceding July 2, 2015.
All stock options and any shares issued on the exercise of stock options will be legended with a four month Exchange hold period commencing on the date the stock options were granted.
NSE is an oil and gas company that holds a portfolio of high impact interests focused on the Moray Firth in the offshore UK North Sea. These interests include the Bagpuss and Blofeld prospects (blocks 13/24c and 13/25), Norfolk prospects (blocks 12/16b and 12/17b), Del Monte (block 19/3) and Golden Phoenix leads (block 18/10a).
For further information, please contact:
J. Craig Anderson,
Chairman & CEO
North Sea Energy Inc.
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information.
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.
Symbol: TSX-V: NUK
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