June 25, 2021 – VANCOUVER, B.C. –Renaissance Oil Corp. (“Renaissance”) (TSX-V: ROE) (OTCQB: RNSFF) announced today that it has filed a supplement (the “Supplement”) to its management information circular dated May 27, 2021 (the “Circular”) in respect of Renaissance’s annual general and special meeting of securityholders to be held virtually at 10:00 a.m. (Vancouver time) on July 8, 2021. The Supplement amends and replaces certain information in the Circular in relation to the application of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) to the proposed transaction whereby Reconnaissance Energy Africa Ltd. (“ReconAfrica”) will acquire all of the issued and outstanding common shares of Renaissance (the “Transaction”). This news release should be read in conjunction with the Supplement and the Circular as a whole. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
As provided for in the Circular, pursuant to the Plan of Arrangement, all outstanding Renaissance Options (held by the directors and senior officers of Renaissance) will be deemed to have fully vested and will be exchanged for Replacement Options and the term of all Replacement Options shall expire at the earlier of the original expiry date of the Renaissance Options and the date that is one year following the Effective Date (notwithstanding that the holder is not continuing with ReconAfrica), representing a nine month extension to the term of the Renaissance Options, as it would otherwise be.
Renaissance is subject to the requirements of the TSX Venture Exchange’s Policy 5.9 which governs, among other things, related party transactions of listed issuers. Subject to various modifications in such Policy, Policy 5.9 adopts in its entirety the provisions of MI 61-101. MI 61-101 provides that, in certain circumstances, where a “related party” of an issuer (as defined in MI 61-101, which includes directors and senior officers of an issuer and its shareholders holding over 10% of its common shares) is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an arrangement (such as the Transaction), such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority approval requirements.
Renaissance has determined that the nine month extension to the Replacement Options to be held by each of Craig Steinke (CEO and a director), Ian Telfer (a director) and Gordon Keep (a director) is a “collateral benefit” for the purposes of MI 61-101. As a result, in addition to obtaining approval of the Arrangement Resolution by at least 66 2/3% of the votes cast by the Renaissance Securityholders present in person or by proxy at the Meeting, approval will also be sought from a simple majority of the votes cast by the Renaissance Shareholders present in person or by proxy at the Meeting, excluding the votes attached to 52,251,593 Renaissance Shares and 9,100,000 Renaissance Options that Messrs. Steinke, Telfer and Keep beneficially own or exercise control or direction over. This represents approximately 15.93% of the Renaissance Shares outstanding as at the date of the Circular on a partially diluted basis.
Notwithstanding the foregoing, Messrs. Steinke, Telfer and Keep may vote their securities in connection with the Arrangement Resolution. To date, 99.9% of returned proxies are voted in favour of the Arrangement Resolution.
Full details of the amendment to the Circular can be found in the Supplement. The Supplement should be read in conjunction with the Circular. Copies of the Supplement and the Circular are available on Renaissance’s website at www.renaissanceoil.com and under Renaissance’s profile on SEDAR at www.sedar.com.
Renaissance holds an option to acquire a 50% working interest, in all rights from surface to basement, in a large Petroleum Licence, comprising 2.2 million acres in the Kavango sedimentary basin, in Botswana, Africa. The licence operator is ReconAfrica. Renaissance is an onshore operator in Mexico with 100% working interest in approximately 1200 boe/day.
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