AGM Documents 3

Yoho Resources Inc. Announces Closing of Going-Private Transaction Led by One Stone Energy Partners

CALGARY, ALBERTA (September 7, 2016) – Yoho Resources Inc. (TSXV: YO) (“Yoho”) announced today the completion of a going private transaction by way of statutory plan of arrangement (the “Arrangement”) involving Yoho and 1981064 Alberta Ltd. (“AcquisitionCo”), an entity related to One Stone Energy Partners, L.P. (“One Stone”).   Pursuant to the Arrangement, all common shareholders of Yoho are entitled to receive $0.475 in cash for each Yoho common share (the “Yoho Shares”) held, other than one shareholder of Yoho who agreed to exchange its Yoho Shares (comprising approximately 12.4% of the Yoho Shares outstanding) for common shares of AcquisitionCo.  One Stone is a New York based private equity fund focused primarily on oil and gas investments in North America and abroad.

Immediately after giving effect to the acquisition of the Yoho Shares under the Arrangement, AcquisitionCo owned and controlled 61,154,831 Yoho Shares, which represents 100% of the issued and outstanding Yoho Shares. As part of the Arrangement, Yoho and AcquisitionCo were amalgamated and continued as one corporation under the name “Yoho Resources Inc.”

It is expected the Yoho Shares will cease trading and will be delisted from the TSX Venture Exchange in approximately two to threebusiness days.  After delisting of the Yoho Shares, Yoho will apply to the applicable Canadian securities regulatory authorities in order to cease to be a reporting issuer.

Registered shareholders of Yoho who have not already done so, should submit a completed letter of transmittal to Computershare Investor Services Inc., the depositary appointed by AcquisitionCo and Yoho in relation to the Arrangement.   Shareholders that hold certificates must include their certificates with their letter of transmittal.  Letters of transmittal were previously sent to shareholders of Yoho and additional copies may be obtained by contacting Computershare by telephone at 1-800-564-6253 or at 1-514-982-7555 (if outside North America), or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..">This email address is being protected from spambots. You need JavaScript enabled to view it..

AcquisitionCo will file an early warning report, pursuant to National Instrument 62-103, in respect of its acquisition of Yoho Shares. A copy of this report may be obtained from Yoho’s SEDAR profile at or by contacting Rimma Khafizovafrom One Stone at 212-702-8670. 

Acumen Capital Finance Partners Limited acted as financial advisor to Yoho’s board of directors and Burnet, Duckworth & Palmer LLP acted as legal counsel to Yoho in respect of the Arrangement. Stikeman Elliott LLP acted as legal counsel to One Stone and AcquisitionCo in respect of the Arrangement. 


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

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

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. More particularly and without limitation, this press release contains forward-looking statements and information concerning the timing of delisting from the TSX Venture Exchange and the application by Yoho to cease to be a reporting issuer. 

In respect of the forward-looking statements and information concerning the anticipated timing for delisting from the TSX Venture Exchange, and the anticipated timing for the filing by Yoho to cease to be a reporting issuer, Yoho has provided such statements in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of Yoho to receive, in a timely manner, delisting from the TSX Venture Exchange. This may change for a number of reasons, including the inability to secure the approvals in the time assumed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.

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.