TRANSGLOBE BOARD RECOMMENDATION TO VOTE FOR THE ARRANGEMENT RESOLUTION
The board of directors of TransGlobe (the 'Board') confirms its previous unanimous determination that the Arrangement is fair to the TransGlobe Shareholders and that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of TransGlobe. The Board has unanimously determined that the postponement of the Meeting is in the best interests of TransGlobe and unanimously recommends that TransGlobe Shareholders vote FOR the Arrangement Resolution.
POSTPONED SPECIAL MEETING TO BE HELD ON
The Meeting will be held virtually at https://web.lumiagm.com/#/201458342 on
The terms of the Arrangement and the Arrangement Agreement are further described in the management information circular of TransGlobe dated
HOW TO VOTE
TransGlobe Shareholders who have already voted FOR the Arrangement Resolution
All votes previously cast by TransGlobe Shareholders in favour of the Arrangement Resolution will remain in their current form and such TransGlobe Shareholders do not need to take any further action.
TransGlobe Shareholders who have not yet voted
Your vote is important regardless of the number of TransGlobe Shares you own. It is very important that you carefully read the Meeting Materials and vote your TransGlobe Shares. You will be eligible to vote if you are a TransGlobe Shareholder of record at the close of business on the Record Date. To ensure that your TransGlobe Shares will be represented and voted at the Meeting, you should carefully follow the instructions provided in the Meeting Materials. All TransGlobe Shareholders are encouraged to vote by proxy or in person (virtually) at the Meeting. The deadline for the receipt of proxies is
TransGlobe Shareholders who wish to revoke their proxy and resubmit their vote
TransGlobe Shareholders as of the Record Date will continue to have the flexibility to amend their vote until
Beneficial TransGlobe Shareholders
A beneficial TransGlobe Shareholder who submitted their voting instructions through
A beneficial TransGlobe Shareholder who holds depositary interests should contact
Registered TransGlobe Shareholders
A registered TransGlobe Shareholder may revoke their proxy and change their voting instructions by:
resubmitting their proxy prior to the deadline noted above if the proxy was submitted online at https://login.odysseytrust.com/pxlogin. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previously submitted proxies will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above; or
depositing an instrument in writing signed by the TransGlobe Shareholder at the registered office of TransGlobe (2400,
by attending the Meeting. If a TransGlobe Shareholder uses a 12-digit control number to login to the Meeting online and accepts the terms and conditions, by doing so such TransGlobe Shareholder will be revoking any and all previously submitted proxies and will be given the opportunity to vote at the Meeting.
PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND TO VOTE FOR THE ARRANGEMENT RESOLUTION
Leading proxy advisory firms,
An updated timetable for the Transaction will be published separately.
Contact:
President and CEO
Eddie Ok
CFO
T: +1 403 264 9888
E: investor.relations@trans-globe.com
WEB: http://www.trans-globe.com
Financial Advisor
T: +44 20 7653 6000
Investor
T: +1 403 618 8035
E: darren@tailwindassociates.ca
WEB: http://www.tailwindassociates.ca
Nomad & Joint-Broker
T: +44(0) 20 7523 8000
Joint Broker
T: +44(0) 20 7408 4090
T: +1 212 493 6950
E: tga@dfking.com
Camarco
Financial PR
T: +4420 3757 4986
E: TransGlobe@camarco.co.uk
About TransGlobe
Forward-Looking Statements
This document includes 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and 'forward-looking information' within the meaning of applicable Canadian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'forecast,' 'outlook,' 'aim,' 'target,' 'will,' 'could,' 'should,' 'may,' 'likely,' 'plan' and 'probably' or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document include, but are not limited to, the expected benefits of the proposed Transaction and the anticipated timing of the Meeting, completion of the Arrangement and related matters. Although management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, performance or achievement since such expectations are inherently subject to significant business, economic, operational, competitive, political and social uncertainties and contingencies. As a consequence, actual results may differ materially from those anticipated in the forward looking statements. These forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond TransGlobe's control, and many factors could cause TransGlobe's actual results to differ materially from those expressed or implied in any forward-looking statements made by the Company, including, but not limited to, the ability to obtain stockholder, shareholder, court and regulatory approvals, if any, of the Transaction; the ability to complete the Transaction on anticipated terms and timetable; and the possibility that various closing conditions for the Transaction may not be satisfied or waived. Further, such forward-looking statements are based on certain assumptions made by TransGlobe in light of its experience and perception of current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances, including, but not limited to, the timing of receipt of regulatory and shareholder approvals for the Arrangement; and that the various closing conditions for the Transaction will be satisfied or waived on the timing anticipated or at all. The forward-looking statements contained in this press release are made as of the date hereof and TransGlobe undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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