VANCOUVER, British Columbia and ANKARA, Turkey, Sept. 01, 2021 (GLOBE NEWSWIRE) — Trillion Energy International Inc. (“Trillion” or the “Company”) (CSE: TCF) (OTC: TCFF) (Frankfurt: 3P2N) today announced a plan of redomicile to change its company’s location of incorporation from Delaware to British Columbia, Canada (“BC”), subject to stockholder approval. This redomicile is intended to better align Trillion’s corporate structure with its current and future business activities and financing plans.
Trillion has a substantial international business presence with all of its operations and management being outside of the United States, and with operations focused in Europe and its directors are located outside of the United States.
Trillion’s headquarters will be moved to Vancouver, British Columbia and its operational headquarters will remain in Turkey. The Company plans to conduct corporate activities from both locations. Trillion does not anticipate any impacts for employees or day-to-day operations, because of the redomicile.
Trillion will continue to maintain its stock listing on the OTCQB under the symbol TCFF and anticipates a seamless continuation of its stock trading in both US and Canadian marketplaces. Shareholders of the redomiciled entity will continue to own shares in the Company and will not be required to take any steps to maintain their ownership positions.
Trillion’ Board of Directors believes that the proposed plan to change its company’s location of incorporation from Delaware to the BC provides the Company with many benefits, including:
- Positions the Company to raise capital more readily in the Canadian capital markets to accord with its current financing plans to fund its planned SASB drilling and development operations.
- Reduce the administrate, legal, and regulatory burden and costs associated with ongoing public financial reporting in both US and Canadian market places;
- Locates the Company in the same jurisdiction as it anticipates moving its corporate head office;
Arthur Halleran, Trillion’s CEO, said: “We have received considerable input from shareholders and advisors of the Company that the move to Canada will open up increased access to capital, reduce administrative costs, burden and will overall be beneficial to the Company. We expect the transition, if approved by shareholders, will be seamless for the Company’s shareholders.”
Stockholders will have the opportunity to vote on the proposed plan at a special meeting to be called as soon as possible. Subject to stockholder approval, the Company anticipates that the change of the place of incorporation will become effective either late 2021 or early in the first quarter of 2022 following the merger of Trillion with Trillion Energy Inc. (“Trillion BC”), with Trillion BC as the surviving company, currently a wholly-owned subsidiary of the Company.
The merger will result in each stockholder receiving one common share of Trillion BC for each share of Trillion common stock held immediately prior to the merger. Following the merger, Trillion BC will become the publicly traded corporate entity. The Company expects that the shares of Trillion BC to be issued in the merger will be listed and traded on the Canadian Securities Exchange (the “CSE”). The Company will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission (“SEC”) and applicable policies of the CSE.
Full details of the redomicile, including the associated benefits and risks, will be provided in the registration statement on Form S-4 to be filed with the SEC by Trillion BC. Completion of the redomicile will be subject to various conditions described in the proxy statement/prospectus.
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 protected]. 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 and other information about this news release and the Company reserves
This release contains forward-looking statements, which are based on current expectations, estimates, and projections about the Company’s business and prospects, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to publicly revise or update any forward-looking statements for any reason. These statements include, but are not limited to, statements about the Company’s prospectus listing on the Canadian Securities Exchange, the potential impact on the market for its securities, expansion and business strategies, anticipated growth opportunities, the gross proceeds from the exercise of the Warrants, the costs of the Saturn Project, and the amount of fundraising necessary to achieve the foregoing. Such statements are not guaranteeing of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. These factors include: unforeseen securities regulatory challenges;, factors related to the ongoing COVID-19 pandemic;, oil and gas price fluctuations; operational and geological risks; the ability of the Company to raise necessary funds for development; the outcome of commercial negotiations; changes in technical or operating conditions; the cost of extracting gas and oil may be too costly so that it is uneconomic and not profitable to do so and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings, including the most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q, 8-K. For a full summary of our oil and gas reserves information, please refer to our Forms F-1,2,3 51-101 filed on www.sedar.com, and or request a copy of our reserves report effective December 31, 2020.