Move Considered Pivotal to receiving a Canadian Brokered Financing and Reducing Regulatory Burden
November 8, 2021 – Vancouver, B.C. and Ankara, Turkey – Trillion Energy International Inc. (“Trillion” or the “Company”) (CSE: TCF) (OTC: TCFF) (Frankfurt: 3P2N) is pleased to announce that it’s Registration Statement on Form S-4 recently filed with the US Securities Exchange Commission has been declared effective November 4, 2021. As a result, the Company has planned a special shareholder’s meeting held on December 17, 2021 (the “Shareholder Meeting”) to vote on the Company’s previously announced merger and continuation to redomicile from Delaware to a British Columbia corporation. Shareholders of record on November 15, 2021 will be entitled to vote at the meeting. The Company considers the move fundamental to reducing costs and regulatory filings and is pivotal to securing a brokered financing with a Canadian investment bank to fund development of its SASB Gas field. This redomicile of Trillion to Canada will streamline the activities required to drill and produce the SASB gas field.
The process to redomicile involves (a) completing a plan of merger from the State of Delaware into our British Columbia subsidiary (the “Continuance”), and (b) concurrently completing an amalgamation with that subsidiary under the laws of British Columbia (the “Amalgamation”) and together with the Continuance, the (“Repatriation Transaction”) (see Company’s news releases dated September 1, 2021).
The Repatriation Transaction does not anticipate any material changes to the board, management, day-to-day conduct of the business of the Company or its strategy. Among other advantages, management expects to announce a brokered financing upon the conclusion of the Shareholder Meeting, a reduction in the Company’s regulatory compliance costs, an enhanced ability to access the capital markets and an increase to the number of potential investors. Completion of the Repatriation Transactions will reduce or eliminated certain U.S. resale restrictions on common shares previously issued by the Company in private placement transactions. As a result of the planned Redomicile, the Company concluded that it will meet the definition of a “foreign private issuer”, as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
“The closing of the redomicile represents the final step in securing a financing for the SASB Gas field, as well as reducing regulatory burden.” said Arthur Halleran, CEO, “We encourage shareholders to vote in support of the move.”
Pursuant to the Repatriation Transaction, shareholders will receive or shall be entitled to receive, for everyone share of common stock of Trillion Energy International Inc (Delaware) (“Trillion Share”), one common share of the now British Columbia incorporated Trillion Energy Inc (a “Trillion BC Share”). Pursuant to the Repatriation Transaction, Trillion expects no change to 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. Any shareholders not receiving a mail out by November 30, 2021 are encouraged to email the company to receive a package to enable voting.
Important Additional 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 statement/prospectus in connection with the proposed Repatriation Transaction, and Trillion may be filing other relevant materials with the SEC in connection with the transaction. Trillion urges its stockholders and investors to read carefully the proxy statement/prospectus (and any other document that Trillion subsequently files with the SEC) before making any voting or investment decision about the proposed Repatriation Transaction because they contain important information about Trillion and the proposed transaction. Stockholders and investors may obtain these documents, as well as other filings containing information about Trillion, for free at the SEC’s website, www.sec.gov, or at Trillion’ website, www.trillionenergy.com.
Participants in Solicitation
Trillion and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the special meeting. Information about the directors and executive officers of the Company and their ownership in the Company will be included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Stockholders can obtain free copies of the documents by accessing the SEC’s and the Company’s website as described herein.
About the Company
Trillion Energy is an oil and gas producing company with multiple assets throughout Turkey and Bulgaria. The Company is 49% owner of the SASB natural gas field, one of the Black Sea’s first and largest scale natural gas development projects; a 19.6% (except three wells with 9.8%) interest in the Cendere oil field; and in Bulgaria, the Vranino 1-11 block, a prospective unconventional natural gas property.
For further information, please see our website: www.trillionenergy.com or email us: email@example.com. The Company’s NI 51-101 and other reports relating to its reserves as of December 31, 2020 are filed on www.sedar.com, www.thecse.com, as well as the Company’s website.
Cautionary Statement 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 “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on Trillion. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Trillion will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on the Company’s estimates for its existing operations and do not include the potential impact of any future exploration or acquisitions. Trillion’ forward-looking statements involve significant risks and uncertainties (some of which are beyond Trillion’ control) and assumptions that could cause actual results to differ materially from Trillion’ historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: the Repatriation Transaction may not be approved by stockholders; the Board of Directors may choose to postpone or abandon the Repatriation Transaction at any time, including after stockholder approval; changes in U.S. or non-U.S. laws, including tax laws, that could effectively preclude Trillion from completing the Repatriation Transaction or reduce or eliminate the benefits expected to be achieved from the merger; an inability to satisfy all of the conditions to closing set forth in the merger agreement; an inability to realize expected benefits from the merger or the occurrence of difficulties in connection with the merger; and costs related to the merger, which could be greater than expected. You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements also are affected by the risk factors described in Trillion’ 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 undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.