Return of capital of $0.40 per share

CALGARY, Alta., January 18, 2022 /CNW/ – Pan Orient Energy Corp. (“Pan Orient” or the “Company”) (TSXV: POE) is pleased to announce that it has today received shareholder approval for its previously announced reorganization of capital. Over 99% of the votes cast were in favor of the required special resolution.

The shareholder approval allowed the directors of Pan Orient to set the effective date of the reorganization and the dates for registration and payment of $0.40 return of capital per ordinary share to shareholders. The check-in date will be February 2, 2022 and the effective and payment date will be February 10, 2022. Return of capital should generally be more tax-efficient for shareholders than a dividend.

The distribution to shareholders will be made in accordance with the “bills due” trading procedures imposed by the TSX Venture Exchange for large dividends and distributions. The objective is to achieve traded shares bearing the value of $0.40 distribution until paid.

An invoice due will theoretically represent the $0.40 distribution that a holder of a Pan Orient share is entitled to receive. A bill of exchange will be attached to each share traded, from the trading day preceding the date of registration of the distribution until the date of payment of the distribution. During this payable trading period, shares will trade on a payable basis. A seller of shares (who is prospectively entitled to the $0.40 distribution) will also sell to the purchaser the right to the distribution (which is represented by the note due attached to each share sold).

The key dates are:

  • The record date for determining the shareholders entitled to receive the distribution will be February 2, 2022
  • Trading in bills due will begin on February 1, 2022 (one trading day before the record date, so that trades settled after the record date have due invoices attached)
  • The effective date of the reorganization and the date of payment of the distribution will be February 10, 2022
  • The ex-distribution date will be February 11, 2022 (on the trading day following the payment date, so that transactions on this date and after this date will not have due effects attached)

The total amount of the capital repayment will be approximately $19.9 million. It will be funded from Pan Orient’s cash reserves. The remaining cash reserves of Pan Orient, plus the ongoing cash flows from the L53 concession in Thailand, should be sufficient to fund its continued business operations for the remainder of 2022. Pan Orient anticipates that an updated corporate presentation will be posted on its website in February or later, following the December 31, 2021 independent assessment of reserves for Thailand interest is finalized and there is more certainty about further corporate developments underway.

Pan Orient also intends to make a cash payment of $0.40 per restricted stock unit to the holders of the currently outstanding 599,998 restricted stock units of Pan Orient and, subject to regulatory approval, reduce by $0.40 the exercise price of Pan Orient’s currently outstanding 2,865,000 options. The cash payment and reduction of the exercise price is consistent with Pan Orient’s long-term incentive plan and stock option plan and is expected to take effect from the date of payment of the $0.40 distribution to shareholders.

Pan East is a Calgary, AB oil and gas exploration and production company currently based located on the ground Thailand and in Western Canada.

This press release contains forward-looking information. Forward-looking information is generally identifiable by the terminology used, such as “plan”, “intend”, “expect”, “believe”, “estimate”, “should”, “anticipate” and “potential or other similar formulations. Forward-looking information contained in this press release includes, but is not limited to, the payment of $0.40 return of capital on common shares of Pan Orient; tax consequences; the total amount of the return of capital; the sufficiency of remaining cash reserves; financing needs for continued business activities; procedure for negotiation of notes payable; the dates of registration, exchange of notes payable, entry into force, payment and distribution ex-distribution of the return of capital; cash payment to holders of restricted stock units; and reduction in the exercise price of options. By its very nature, the forward-looking information contained in this press release requires Pan Orient and its management to make assumptions which may not materialize or which may not be accurate. In addition, the forward-looking information contained in this press release is subject to known and unknown risks and uncertainties and other factors, some of which are beyond Pan Orient’s control, which could cause results, expectations, actual achievements or performance. materially. Although Pan Orient believes that the expectations reflected in its forward-looking information are reasonable, it cannot guarantee that such expectations will prove to be correct. Pan Orient undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Pan Orient Energy Corp.

For further information: Pan Orient Energy Corp., Jeff Chisholm, President and CEO (located in Bangkok, Thailand), Email: [email protected]; Bill Ostlund, Vice President of Finance and Chief Financial Officer, Phone: (403) 294-1770

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