TORONTO, June 13, 2013 /CNW/ - Longford Energy Inc. (NEX -
LFD.H) ("Longford") and Earth Video Camera Inc. ("UrtheCast") are
pleased to announce that, at the annual and special meeting of
Longford's shareholders held earlier today (the "Meeting"),
Longford's shareholders overwhelmingly approved all resolutions
relating to the previously announced plan of arrangement (the
"Arrangement") involving Longford and UrtheCast.
The resolutions that Longford's shareholders
approved related to (i) the issuance of Longford common shares in
exchange for all of the issued and outstanding Class A common
shares of UrtheCast, (ii) a consolidation of Longford's common
shares upon completion of the Arrangement, (iii) changing
Longford's name to "UrtheCast Corp." upon completion of the
Arrangement, (iv) adoption of a new equity compensation incentive
plan by Longford, (v) the issuance of common shares to Goodwood
Management Services Ltd. ("Goodwood") as compensation for
consulting services to be provided to Longford by Goodwood and (vi) certain amendments to
Longford's by-laws. All of the existing directors of Longford
were also re-elected pending completion of the Arrangement.
A special meeting of UrtheCast shareholders to
consider the Arrangement is scheduled to occur on June 14, 2013 and, should the Arrangement be
approved by UrtheCast shareholders, an application to the Supreme
Court of British Columbia for a
final order approving the Arrangement is expected to be made on or
about June 18, 2013. If UrtheCast
shareholder approval and court approval are obtained and the other
conditions to the completion of the Arrangement are satisfied or
waived, Longford and UrtheCast expect that the Arrangement will be
completed on or about June 19,
2013. Longford's common shares are expected to begin
trading on the TSX under the ticker symbol "UR" during the week of
June 24, 2013.
Forward-Looking Statements
This release contains certain "forward looking
statements" and certain "forward-looking information" as defined
under applicable Canadian securities laws. Forward-looking
statements and information can generally be identified by the use
of forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology. Forward-looking statements and information
include, but are not limited to, statements with respect to the
completion of the Arrangement and related matters. Forward-looking
statements and information are subject to various known and unknown
risks and uncertainties, many of which are beyond the ability of
Longford and UrtheCast to control or predict, that may cause
Longford's or UrtheCast's actual results, performance or
achievements to be materially different from those expressed or
implied thereby, and are developed based on assumptions about such
risks, uncertainties and other factors set out here in, including
but not limited to: the risk that the Arrangement will not be
approved by the court or the shareholders of UrtheCast; risks and
uncertainties related to the Arrangement not being completed in the
event that the conditions precedent thereto are not satisfied and
other related risks and uncertainties. Longford and UrtheCast
undertake no obligation to update forward-looking information
except as required by applicable law. Such forward-looking
information represents management's best judgment based on
information currently available. No forward-looking statement can
be guaranteed and actual future results may vary materially.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements or 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.
SOURCE Longford Energy Inc.