Kallisto Energy (now Toro Oil & Gas) completes recapitalization and rights offering
On September 15, 2014, Kallisto Energy Corp. (Kallisto), now Toro Oil & Gas Ltd. (Toro), announced that it entered into a definitive reorganization and investment agreement with Barry Olson, Donald Sabo, Greg Phaneuf, Elizabeth More, Neil Wilson, Kellie D'Hondt and Paul Storey (the "Initial Investor Group"), which provides for: (i) a non-brokered private placement of approximately C$25 million in aggregate; (ii) the appointment of a new management team and board of directors; and (iii) a rights offering to current holders of common shares of Kallisto.
Private Placement
Pursuant to the terms of the private placement, which closed on October 1, 2014, Kallisto issued an aggregate of approximately 296,296,296 units at a price of C$0.03375 per unit and approximately 444,444,444 common shares at the same price, for total proceeds of approximately C$25 million.
The proceeds raised from the private placement will initially be used to pursue acquisitions and for general corporate purposes.
New Management Team
The resignation of the board of directors, comprising Steven Cloutier, Glenn Gradeen, Martin Hislop, Robyn Lore and John McLeod, and management team, comprising Robyn Lore, President & Chief Executive Officer, Greg Florence, Chief Financial Officer and Corporate Secretary and Curtis Hartzler, Vice President, Operations, and the appointment of the new management team occurred contemporaneous with closing of the private placement on October 1, 2014.
The new management team is led by Barry Olson as President & Chief Executive Officer, Donald Sabo as Executive Vice President, Greg Phaneuf as Vice President, Finance & Chief Financial Officer, Elizabeth More as Vice President, Exploration & Geology, Neil Wilson as Vice President, Engineering, Kellie D'Hondt as Vice President, Land & Business Development and Paul Storey as Vice President, Operations.
The new board of directors is now comprised of Barry Olson, James Mahoney, Dean Bernhard, Donald Sabo, Chris Seasons and up to one additional nominee as determined by members of the New Management Team. Scott Cochlan, a partner and co-head of the Calgary office of Torys LLP and the firm's Capital Markets Practice, will act as Corporate Secretary.
On November 21, 2014, Kallisto announced that it completed its name change from "Kallisto Energy Corp." to "Toro Oil & Gas Ltd.", which was approved by shareholders at a special meeting held on Thursday, November 20, 2014.
Rights Offering
Upon completion of the private placement, Toro, acting under its new name, conducted a rights offering, in which shareholders were entitled to one right per common share with six rights exchangeable into one Toro common share at an exercise price of C$0.03375 per share. Subscribers to the recapitalization financing were prohibited from participating in the rights offering.
On December 12, 2014, Toro announced that 81.68% of total possible rights were exchanged into Toro common shares resulting in gross proceeds of C$463,715 to Toro.
Toro is a junior oil and gas energy company listed on the TSX Venture Exchange.
Further information can be found on Marketwired's website: recapitalization and rights offering.