The Board of Pan Orient Energy Corp. (TSXV:POE) entered into Separation Agreement to spin-off non-Thailand business on June 5, 2022. The business will be transferred to CanAsia Energy Corp a new company to be owned by Pan Orient shareholders. A holder of a common share of Pan Orient will receive, for each such common share, consideration of one common share of CanAsia. Pan Orient common shares will be delisted from the TSXV. It is anticipated that the CanAsia common shares will be listed on the TSXV as a substitutional listing to the Pan Orient common shares and that a new stock symbol will be allocated. The Separation Agreement contains indemnities relating to losses from breaches of representations and warranties and from other matters in the Arrangement Agreement and Separation Agreement. Pan Orient's non-Thailand assets and liabilities will be transferred to and assumed by CanAsia at closing. Pan Orient will transfer to CanAsia all of Pan Orient's non-Thailand assets, including Pan Orient's 71.8% ownership of Andora Energy Corporation. CanAsia will assume all liabilities relating to the non-Thailand business, consisting primarily of accounts payable and accrued liabilities included in working capital, the decommissioning provision in Pan Orient's financial statements, and transaction costs. CanAsia will be a growth-oriented exploration and resource development company led by Jeff Chisholm, the current President & Chief Executive Officer of Pan Orient. It is anticipated that all five of the current directors of Pan Orient (Richard Alexander, Jeff Chisholm, Michael Hibberd, Gerald Macey and Cameron Taylor) will continue as directors of CanAsia, Pan Orient Accounting Manager Marcel Nunes will be appointed as CanAsia's Vice-President Finance & Chief Financial Officer and current CFO Bill Ostlund will provide financial consulting services to CanAsia.
The directors of Pan Orient unanimously approved the transaction recommend that shareholders vote in favor of the Arrangement. The Arrangement must be approved by Pan Orient shareholders, the Court of Queen's Bench of Alberta and the TSX Venture Exchange approval. On July 27, 2022, Pan Orient Energy Corp has obtained an Interim Order of the Court of Queen's Bench of Alberta providing for, among other things, the holding of a meeting of the holders of common shares of Pan Orient to approve the previously announced arrangement under the Business Corporations Act. A special meeting of Pan Orient shareholders will be going to held on August 23, 2022. On August 23, 2022, Pan Orient announce that its shareholders overwhelmingly approved the transaction. Application for final approval of the Court will be made on August 24, 2022 and is expected to be obtained. TSXV conditional acceptance has been received. Transaction is expected to be completed in mid to late August 2022. Pan Orient anticipates that the Arrangement will become effective on or about August 25, 2022.
The Board of Pan Orient Energy Corp. (TSXV:POE) completed the spin-off non-Thailand business on August 25, 2022. The Court of Queen's Bench of Alberta approval was received on August 24, 2022. CanAsia shares will commence on the TSXV (trading symbol CEC) trading on August 29, 2022