Move considered essential to receive funding through a Canadian broker and reduce regulatory burden
VANCOUVER, BC and ANKARA, Turkey, November 08, 2021 (GLOBE NEWSWIRE) – Trillion Energy International Inc. (âTrillionâ or the âCompanyâ) (CSE: TCF) (OTC: TCFF) (Frankfurt: 3P2N) is pleased to announce that its registration statement on Form S-4 recently filed with the US Securities Exchange Commission was declared effective on November 4, 2021. As a result, the Company has scheduled a special meeting of shareholders to be held on December 17, 2021 (the âShareholders’ Meetingâ) to vote on the previously announced merger of the company and the continuation of the Delaware re-domiciliation to a company. of British Columbia. Shareholders of record on November 15, 2021 will be entitled to vote at the Meeting. The Company considers this decision to be fundamental to reducing costs and regulatory filings and is essential in obtaining negotiated financing with a Canadian investment bank to finance the development of its SASB gas field. This new home for Trillion in Canada will streamline the activities required for drilling and producing the SASB gas field.
The redomiciliation process involves (a) the completion of a Delaware State merger plan in our British Columbia branch (the âContinuationâ), and (b) the simultaneous completion of a merger with this subsidiary under the laws of British Columbia (the âContinuationâ) Merger â) and together with the Continuation, the (â Repatriation Transaction â) (see press releases of the Company dated September 1, 2021).
The Repatriation Operation does not anticipate any material change in the board of directors, management, day-to-day conduct of the Company’s business or its strategy. Among other benefits, management plans to announce negotiated financing at the close of the Shareholders’ Meeting, a reduction in the Company’s regulatory compliance costs, improved ability to access capital markets and an increase in the number of potential investors. Completion of the repatriation transactions will reduce or eliminate certain US restrictions on the resale of common shares previously issued by the Company in connection with private placement transactions. Following the planned Redomicile, the Company concluded that it would meet the definition of a âforeign private issuerâ, as defined by Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the â Exchange Act â).
âThe closing of the domiciliation represents the last step in obtaining financing for the SASB Gas field, as well as the reduction of the regulatory burden,â said Arthur Halleran, CEO. âWe encourage shareholders to vote in favor of the decision. “
Pursuant to the Repatriation Transaction, shareholders will receive or have the right to receive, for each of the common shares of Trillion Energy International Inc (Delaware) (âTrillion Sharesâ), one common share of Trillion Energy Inc now incorporated. in British Columbia (a “trillion British Columbia stock”). In accordance with the repatriation transaction, Trillion does not expect any change in the company’s ticker symbols.
A management proxy statement is expected to follow shortly, mailed to all shareholders and which will also be available under the Company’s issuer profile on SEDAR at www.sedar.com. All shareholders who will not receive a mailing by November 30, 2021 are encouraged to email the company to receive a voting package.
Additional Important Information Regarding the Merger Filed with the SEC
As noted above, Trillion has filed with the SEC a registration statement on Form S-4, which contains a proxy circular / prospectus in connection with the proposed repatriation transaction, and Trillion may file from other relevant documents with the SEC in connection with the transaction. . Trillion urges its shareholders and investors to carefully read the Proxy Circular / Prospectus (and any other documents Trillion subsequently files with the SEC) before making any voting or investment decisions regarding the transaction. proposed repatriation, as they contain important information about Trillion and the proposed transaction. . Shareholders and investors can obtain these documents, as well as other documents containing information about Trillion, free of charge from the SEC’s website, www.sec.gov, or from Trillion’s website, www.trillionenergy.com .
Participants in the solicitation
Trillion and its directors and officers and certain other officers and employees may be considered participants in the solicitation of proxies from shareholders with respect to the matters put to a vote at the special meeting. Information about the directors and officers of the Company and their involvement in the Company will be included in the Management Proxy Circular / Prospectus filed with the SEC and the documents and information incorporated by reference therein. Further information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by title or otherwise, will be contained in the proxy circular / prospectus and other relevant documents filed with the SEC. . Shareholders may obtain free copies of the documents by accessing the website of the SEC and the Company, as described herein.
About the company
Trillion Energy is an oil and gas production company with multiple assets in Turkey and Bulgaria. The Company owns 49% of the SASB natural gas field, one of the first and largest natural gas development projects in the Black Sea; a 19.6% interest (except three 9.8% wells) in the Cendere oil field; and in Bulgaria, the Vranino 1-11 block, a future unconventional natural gas property.
For more information, please visit our website: www.trillionenergy.com or email us: [email protected] The Company’s NI 51-101 and other reports relating to its reservations as at December 31, 2020 are filed at www.sedar.com, www.thecse.com, as well as on the Company’s website.
Art Halleran: 1-250-996-4211
Corporate offices: 1-778-819-1585
e-mail: [email protected]
Caution Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “draft”, “believe”, “estimate”, “” expect â,â anticipate â,â intend to â,â consider â,â anticipate â,â will â,â could â,â plan âand similar expressions which are intended to identify forward-looking statements, which are generally not historic in nature. These forward-looking statements are based on management’s current expectations and beliefs regarding future developments and their potential effect on Trillion. Although management believes that these forward-looking statements are reasonable as they are made, there can be no assurance that future developments affecting Trillion will be as anticipated. All comments regarding the Company’s expectations regarding future revenues and operating results are based on the Company’s estimates for its existing business and do not include the potential impact of any future exploration or acquisition. Trillion’s forward-looking statements involve significant risks and uncertainties (some of which are beyond Trillion’s control) and assumptions that could cause actual results to differ materially from Trillion’s historical experience and current expectations or projections. Known significant factors that could cause actual results to differ materially from forward-looking statements include: the repatriation transaction may not be approved by shareholders; the Board of Directors may choose to postpone or abandon the Repatriation Operation at any time, including after approval by the shareholders; changes in US or non-US law, including tax laws, that could effectively prevent Trillion from completing the repatriation transaction or reduce or eliminate the expected benefits of the merger; failure to meet all closing conditions set out in the merger agreement; an inability to realize the expected benefits of the merger or the occurrence of merger-related difficulties; and the costs of the merger, which could be greater than expected. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements are also affected by risk factors described in Trillion’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended, and those set forth from time to time in other filings. with the SEC. . Trillion assumes no obligation to publicly update or revise forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
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