Samoth Oilfield Inc. completed the acquisition of Lycos Energy Inc.
Completion of the Acquisition is subject to the satisfaction of a number of conditions, including, but not limited to: (i) receipt of the approval of shareholders of Chronos; (ii) receipt of conditional approval from the TSXV for the Transaction and the issuance of Samoth Shares pursuant to the Transaction; (iii) completion of the Financing, which shall be deemed to occur once the net proceeds of the sale of the Subscription Receipts (as defined below) are released to Chronos and the subscription receipts (the "Subscription Receipts") of Chronos are exchanged for Chronos Shares, which shall occur upon the Escrow Release Conditions (as defined below) being satisfied, as described below; (iv) all conditions under the Agreement (other than the issuance of Samoth Shares necessary to complete the Transaction) having been satisfied or waived; and (v) receipt of all other required regulatory, governmental, approval of the Exchange for the issuance and listing of the Samoth Shares issuable in connection with the transaction and third party approvals. The Transaction is expected to be completed on or about December 12, 2022. The Resulting Issuer is expected to have a net cash position of approximately CAD 63.2 million. National Bank Financial Inc., DeltaCap Partners Inc. and Everleaf Capital Corp. are acting as Financial Advisors to Chronos with respect to the Transaction and the Subscription Receipt Private Placement. Chronos will be paying advisory fees to National Bank Financial Inc., DeltaCap Partners Inc. and Everleaf Capital Corp. in connection with the Transaction and the Subscription Receipt Private Placement, as applicable. Sony Gill of Stikeman Elliott LLP is acting as legal counsel to Chronos in respect of the Acquisition and the Financing and will act as counsel to the Resulting Issuer upon completion of the Transaction. Odyssey Trust Company acted as depository bank to Samoth. Lloyd McLellan of Borden Ladner Gervais LLP acted as legal advisor to Samoth.
Chronos Resources Ltd. completed the acquisition of Samoth Oilfield Inc. (TSXV:SCD) in a reverse merger transaction on December 12, 2022. The common shares of Lycos are expected to trade on the TSXV under the new name "Lycos Energy Inc." and the new stock symbol "LCX" as a Tier 1 oil and gas issuer at market open on, December 15, 2022, and the common shares of Samoth will be concurrently delisted. The TSXV has provided conditional approval for the Business Combination and listing of the Lycos Shares. Chronos will be the continuing entity from an accounting perspective.