|Date Announced:||August 19, 2016|
|Date Closed:||December 06, 2016|
|Client Name:||Marquee Energy Ltd.|
On December 6, 2016, Alberta Oilsands Inc. ("AOS") acquired all of the issued and outstanding common shares of Marquee Energy Ltd. ("Old Marquee") pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) ("ABCA") involving AOS, Old Marquee and the holders of common shares of Old Marquee (the "Arrangement"). Pursuant to the Arrangement, holders of common shares of Old Marquee received 1.67 common shares of AOS for each common share of Old Marquee. Immediately following the completion of the Arrangement, AOS and Old Marquee completed a vertical short-form amalgamation pursuant to the ABCA and continued under the name "Marquee Energy Ltd." ("New Marquee"). As a result, Old Marquee shareholders and AOS shareholders own approximately 49% and 51%, respectively, of the issued and outstanding common shares of New Marquee (on a non-diluted basis).
As of the close of trading on December 7, 2016, common shares of Old Marquee were delisted from the TSX Venture Exchange ("TSXV") and ceased trading on the TSXV under the symbol "MQL", while common shares of AOS ceased trading on the TSXV under the symbol "AOS". The common shares of New Marquee commenced trading on the TSXV under the symbol "MQX" on December 8, 2016.
The Arrangement was initially opposed before the TSXV, the Alberta Securities Commission and the Court of Queen's Bench of Alberta by Smoothwater Capital Corporation, a significant shareholder of AOS, on the basis that the Arrangement also required the approval of shareholders of AOS. Despite an initial order of the Court of Queen's Bench of Alberta requiring a vote of AOS shareholders, Marquee successfully appealed such decision to the Court of Appeal of Alberta, where the lower court decision was overturned. In addition, Marquee and AOS were successful in confirming that the Arrangement would not require a vote of AOS shareholders pursuant to the rules of the TSXV.
Bennett Jones LLP acted as legal counsel to Marquee with a team led by Brent Kraus, and including Harinder Basra, Drew Broughton, Kelly Ford, Eric Chernin and Katie Miller (capital markets and M&A), and Michael Theroux and Codie Chisholm (litigation).