Strata-X Announces Results of Annual General and Extraordinary Meeting of Shareholders, Grant of Stock Options and Private Placement

DENVER, COLORADO USA, BRISBANE, QUEENSLAND AUSTRALIA and VANCOUVER, BRITISH COLUMBIA CANADA - October 19, 2015 (Pacific Time - Canada) (TSX-V:SXE) (ASX:SXA)

The directors and management of Strata-X Energy Ltd. (“Strata-X” or the “Company”) (TSX-V:SXE) (ASX:SXA) are pleased to announce that its shareholders voted in favour of all resolutions brought before them at the Company's Annual General and Extraordinary Meeting of Shareholders held today in Denver, Colorado, USA. 

Notice is hereby given, in accordance with ASX Listing Rule 3.13.2 that at the Annual General Meeting (“AGM”) of the Company, the resolutions as set out below were passed by a show of hands without amendment.

Resolution 1 (Ordinary Resolution)
“To fix the number of directors to be elected at the Meeting for the ensuing year at six.”

Resolution 2 (Ordinary Resolution)
“To elect Tim Hoops as a Director.”

Resolution 3 (Ordinary Resolution)
“To elect Tim Bradley as a Director.”

Resolution 4 (Ordinary Resolution)
“To elect Bohdan Romaniuk as a Director.”

Resolution 5 (Ordinary Resolution)
“To elect Ron Prefontaine as a Director.”

Resolution 6 (Ordinary Resolution)
“To elect Greg Hancock as a Director.”

Resolution 7 (Ordinary Resolution)
“To elect Dennis Nerland as a Director.”

Resolution 8 (Ordinary Resolution)
“To appoint the auditors of the Corporation and authorize the directors to fix their remuneration.”

Resolution 9 (Special Resolution)
“To approve the issue of securities of up to 10% of the issued capital of the Corporation (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, over a 12 month period from the date of this Meeting, at a price not less than that determined pursuant to ASX Listing Rule 7.1A.3 (“10% Securities”).”

Resolution 10 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 7.2 Exception 9(b) and the TSX Venture Exchange and for all other purposes approval is given for the renewal of the Corporation’s Stock Option Plan (as amended) and that the issue of options under the Stock Option Plan be an exception to ASX Listing Rules 7.1 and 7.1A.”

Resolution 11 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Tim Bradley, a Director of the Corporation, or his nominee.”

Resolution 12 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Bohdan Romaniuk, a Director of the Corporation, or his nominee.”

Resolution 13 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Dennis Nerland, a Director of the Corporation, or his nominee.”

Resolution 14 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Greg Hancock, a Director of the Corporation, or his nominee.”

Resolution 15 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 2,500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Tim Hoops, a Director of the Corporation, or his nominee.”

Resolution 16 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 500,000 options exercisable at the closing price of the Corporation’s Shares on the TSX-V on the date of approval by the Corporation’s Shareholders or C$0.12, whichever is higher, and expiring 5 years from the date of grant, to Mr Ron Prefontaine, a Director of the Corporation, or his nominee.”

Resolution 17 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 1,875,000 Units in a private placement to Mr Tim Hoops, or his nominee on terms and conditions set out in the Information Circular.”

Resolution 18 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 2,500,000 Units in a private placement to Mr Ron Prefontaine, or his nominee on terms and conditions set out in the Information Circular.”

Resolution 19 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 312,500 Units in a private placement to Mr Tim Bradley, or his nominee on terms and conditions set out in the Information Circular.”

Resolution 20 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 1,250,000 Units in a private placement to Mr Dennis Nerland, or his nominee on terms and conditions set out in the Information Circular.”

Resolution 21 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 650,000 shares to Mr Ron Prefontaine (or his nominee) on the terms and conditions set out in the Information Circular.”

Resolution 22 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 650,000 shares to Mr Bohdan Romaniuk (or his nominee) on the terms and conditions set out in the Information Circular.”

Resolution 23 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 650,000 shares to Mr Dennis Nerland (or his nominee) on the terms and conditions set out in the Information Circular.”

Resolution 24 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue up to 750,000 shares to Mr Tim Hoops (or his nominee) on the terms and conditions set out in the Information Circular.”

Resolution 25 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the previous issue of 7,518,230 CDIs of the Company to Sophisticated and Professional Investors (having the meaning ascribed to those in the Corporations Act) on the terms and conditions set out in the Information Circular.”

Resolution 26 (Ordinary Resolution)
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the previous issue of 10,310,250 Units of the Company to Sophisticated and Professional Investors (having the meaning ascribed to those in the Corporations Act) on the terms and conditions set out in the Information Circular.”

In respect of the resolutions, the total number of proxy votes exercisable by all proxies validly appointed and the total number of proxy votes in respect of which the appointments specified that:

i.The proxy was to vote for the resolution; and
ii.The proxy was to vote against the resolution, or in relation to Resolutions 2-7, the proxy vote was withheld; and
iii.The proxy was restricted or abstained from voting.

Pursuant to the Notice of AGM, undirected votes will not be counted.

 
Resolution For Against Withheld Restricted/Abstain Total
1 33,180,017 18,500 68,542 33,267,059
2 33,223,511   11,985 31,563 33,267,059
3 33,223,511   11,985 31,563 33,267,059
4 33,192,511   42,985 31,563 33,267,059
5 33,223,511   11,985 31,563 33,267,059
6 33,223,511   11,985 31,563 33,267,059
7 32,522,511   42,985 701,563 33,267,059
8 33,229,996   5,500 31,563 33,267,059
9 33,007,396 222,121   37,542 33,267,059
10 1,794,345 542,181   30,930,533 33,267,059
11 26,580,669 648,848   6,037,542 33,267,059
12 31,304,826 679,848   1,282,358 33,267,059
13 30,824,113 679,848   1,763,098 33,267,059
14 32,380,669 648,848   237,542 33,267,059
15 19,459,558 648,848   13,158,653 33,267,059
16 16,676,855 648,848   15,941,356 33,267,059
17 19,785,951 309,121   13,171,987 33,267,059
18 17,003,248 309,121   15,954,690 33,267,059
19 26,876,062 340,121   6,050,876 33,267,059
20 31,820,506 340,121   1,106,432 33,267,059
21 16,750,474 575,229   15,941,356 33,267,059
22 32,048,445 606,229   612,385 33,267,059
23 31,567,732 606,229   1,093,098 33,267,059
24 19,533,177 575,229   13,158,653 33,267,059
25 32,730,396 299,121   237,542 33,267,059
26 32,112,396 299,121   855,542 33,267,059

Grant of Stock Options
The Company also announces that, following shareholder approval of Resolutions 11 to 16, it has granted options to purchase up to 5,000,000 common shares of the Company at an exercise price of CAD$0.12 per share to certain directors. These options are exercisable up to October 19, 2020.

Private Placement
The Company also announces a private placement to directors of the Company as approved by shareholders and set out in Resolutions 17 to 20, of up to 7,187,500 Units in the Company at a price of AUD$0.08 per Unit for gross proceeds of up to AUD$575,000 (“Placement”). Each Unit consists of one CDI or common share (with each CDI representing one common share) and one half of one option (“Option”). Each Option is exercisable into one CDI or common share at an exercise price of AUD$0.12 until January 31, 2017. Each CDI will represent one common share of Strata-X and will rank equally with existing CDIs. All CDIs issued pursuant to the Placement are to be fully tradable and listed on the Australian Securities Exchange. 

The proceeds from this Placement will be used to deliver on the work plan of the Company, continue ongoing development of its US focused projects and provide general working capital. 

All CDIs issued pursuant to the Placement are to be tradable and listed on the Australian Securities Exchange (ASX) and Toronto Venture Exchange (TSX-V) subject to the necessary approvals by the respective TSX-V and ASX. 

About Strata-X
Strata-X is a Denver, Colorado (USA) based company and is engaged in the business of oil and gas exploration and development with a variety of exploration opportunities in North Dakota, Illinois, California, Texas and Western Australia and production and development opportunities in California. Strata-X has 166,895,227 common shares outstanding and trades under the symbol “SXE” on the TSX-V and “SXA” on the ASX.

Tim Hoops (USA) or Colin Christensen (Canada)
President   Investor Relations
+1 855-463-2400   +1 403-483-8363
info@strata-x.com   colin@strata-x.com

 

This announcement was made in Canada for the TSX.V and in Australia for the ASX.

Public documents for Strata-X Energy Ltd. can be found at SEDAR (Canada) (www.sedar.com) and ASX.com.au  (Australia).
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, which relate to future events or future performance, including but not limited to, the completion and size of the Placement, receipt of regulatory approvals and timing thereof, the Corporation’s business strategies and plans for the use of such Placement proceeds, capital expenditure programs and estimates relating to timing and costs, and reflect management's current expectations and assumptions, including, but not limited to the timing and receipt of necessary regulatory approvals and third party approvals and completion of the Placement and stability of general economic and financial market conditions. The use of any of the words "anticipate", "continue", "estimate", "expect", 'may", "will", "project", "should", 'believe", and similar expressions is intended to identify forward-looking statements. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties , including imprecision in estimate capital expenditures and operating expenses, stock market volatility, general economic and business conditions in North America and globally, risks associated with liquidity and capital resource requirements, that may cause future results to differ materially from those expected and the forward-looking statements included in this news release should not be unduly relied upon. See also "Risks Factors" in the Company's Annual Information Form dated September 25, 2014 available on SEDAR at www.sedar.com. Those factors are not, and should not be construed as being exhaustive. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Neither 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.