AGM Documents 3

Yoho Resources Inc. Announces Shareholder and Court Approvals of Previously Announced Going-Private Transaction

CALGARY, ALBERTA (September 6, 2016) – Yoho Resources Inc. (TSXV: YO) ("Yoho") is pleased to announce that today it received requisite shareholder approvals and approval of the Court of Queen's Bench of Alberta for its previously announced plan of arrangement (the "Arrangement") pursuant to which 1981064 Alberta Ltd., an entity related to One Stone Energy Partners, L.P., will acquire all of the issued and outstanding common shares of Yoho ("Yoho Shares") for $0.475 per share, other than 7.6 million Yoho Shares held by a certain shareholder.  Pursuant to the Arrangement, holders of Yoho Shares will receive $0.475 cash for each Yoho Share held. The Arrangement was approved by: (i) shareholders of Yoho holding 99.90% of the Yoho Shares represented at the annual and special meeting (the "Meeting"); and (ii) shareholders of Yoho holding 99.86% of the Yoho Shares represented at the Meeting, after excluding the votes cast by shareholders whose votes were required to be excluded in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Arrangement is expected to become effective on or about September 7, 2016.


500, 521 – 3rd Avenue S.W.
Calgary, Alberta T2P 3T3

Brian McLachlan
President & Chief Executive Officer
Phone:  403-537-1771 x103

Wendy Woolsey
Vice President Finance & Chief Financial Officer
Phone:  403-537-1771 x102

Reader Advisories

This press release contains forward-looking statements within the meaning of Canadian securities laws. These forward-looking statements contain statements of intent, belief or current expectations of Yoho. Forward-looking information is often, but not always identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook.

The forward-looking statements included in this press release, including statements regarding the expected timing and completion of the Arrangement, are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning the timing and completion of the Arrangement, Yoho has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to satisfy, in a timely manner, the outstanding conditions to the closing of the Arrangement. This date may change for a number of reasons, including the need for additional time to satisfy the outstanding conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Arrangement, Yoho's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possibility that legal proceedings may be instituted against Yoho and/or others relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; risks related to the diversion of management's attention from Yoho's ongoing business operations; and other risks inherent in the oil and gas industry. Failure of the parties to satisfy the conditions to or complete the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Yoho continues as an independent entity, the announcement of the Arrangement and the dedication of substantial resources of Yoho to the completion of the Arrangement could have a material adverse impact on Yoho's share price, its current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and on the current and future operations, financial condition and prospects of Yoho. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Yoho's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (

The forward-looking statements in this press release are made as of the date it was issued and Yoho does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. Yoho cautions readers not to place undue reliance on these statements.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

All dollar references are in Canadian dollars.