The Board of Directors Unanimously Recommends that the TransGlobe Shareholders Vote 'For' the special resolution ('Arrangement Resolution') to approve the Arrangement
TransGlobe Shareholders who have questions about the Arrangement or need assistance with voting their shares should contact TransGlobe's proxy solicitation agent,
Board Recommendation
In recommending that TransGlobe shareholders vote in favour of the Arrangement Resolution, the TransGlobe Board of Directors considered a number of factors, including, but not limited to those listed below:
Complementary Business - creates a diversified, African focused, energy company with a complementary asset base.
Robust Balance Sheet - provides a strong foundation for meaningful and sustainable shareholder returns.
Enlarged Production Base - step-change in production base and cash generation potential.
Material Reserves - increased reserve base and opportunity set of the combined companies.
Increased Scale - increased scale of combined company promotes market visibility and increased liquidity.
Leadership Team - combination brings together two companies with track records of value creation.
The Meeting Materials will be mailed to TransGlobe's shareholders shortly. The Meeting Materials contain further information on the Arrangement and a notice convening the special meeting of TransGlobe shareholders scheduled to be held virtually at https://web.lumiagm.com/#/201458342, on
Copies of the Meeting Materials will be available on TransGlobe's profile on SEDAR at www.sedar.com and on TransGlobe's website at www.trans-globe.com. TransGlobe shareholders are urged to carefully review and consider the Meeting Materials, which contain important information concerning the Arrangement and the rights and entitlements of the TransGlobe shareholders in relation thereto and to consult with their financial, tax, legal or other professional advisors.
Contact:
President and CEO
Eddie Ok
CFO
T: +1 403 264 9888
E: investor.relations@trans-globe.com
WEB: http://www.trans-globe.com
Investor
T: +1 403 618 8035
E: darren@tailwindassociates.ca
WEB: http://www.tailwindassociates.ca
Nomad & Joint-Broker
T: +44(0) 20 7523 8000
Joint Broker
T: +44(0) 20 7408 4090
T: +1 212 493 6950
E: tga@dfking.com
About TransGlobe
Forward-Looking Statements
This document includes 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and 'forward-looking information' within the meaning of applicable Canadian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'forecast,' 'outlook,' 'aim,' 'target,' 'will,' 'could,' 'should,' 'may,' 'likely,' 'plan' and 'probably' or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document include, but are not limited to, statements relating to (i) the Arrangement and its expected terms, timing and closing, including receipt of required approvals and satisfaction of other customary closing conditions; (ii) expectations regarding meaningful and sustainable shareholder returns of the combined company; (iii) expectations regarding a step-change in production base and cash generation potential of the combined company; (iv) expectations regarding an increased reserve base and opportunity set of the combined company; (v) the potential for increased liquidity; and (vi) expectations of future plans, priorities and focus and benefits of the Arrangement.
Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: the ability to obtain stockholder, shareholder, court and regulatory approvals, if any, of the Arrangement; the ability to complete the Arrangement on anticipated terms and timetable; the possibility that various closing conditions for the transaction may not be satisfied or waived; risks relating to any unforeseen liabilities of VAALCO or TransGlobe; the tax treatment of the Arrangement in
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