True North Energy Announces Cessation of Previously Planned Acquisition Transaction and Provides Updates Regarding Other Previously Announced Transactions

SPRING, TX / ACCESSWIRE / May 10, 2018 / True North Energy Corp. (OTC PINK: TNEN) (“True North” or the “Company”), announces that that it will not proceed with the acquisition transaction contemplated by the August 2017 term sheet previously entered into with migme ltd, an Australian company (“Migme”) (which term sheet was subsequently extended and amended in December 2017 and further extended in April 2018)(the “Term Sheet”). The last offer put forth by Migme and its wholly-owned subsidiary, Amiki Pte Ltd. (“Amiki”), was insufficient in funding commitments and legal content to satisfy True North’s requirements, and Migme failed to respond to outstanding due diligence requests made by True North, dating back months ago.

Notwithstanding the Company’s decision not to accept the Migme/Amiki offer for a combination transaction contemplated by earlier negotiations, various binding commitments set forth by Migme/Amiki remain in effect, including, but not limited to, a non-circumvention provision which includes no shop language binding Migme, and Migme’s obligations to deliver certain assets and undertake certain actions for the benefit of True North, which Migme has, to date, failed to comply with. The Company is considering its legal position to secure its rights at this time as well as, inter alia, seeking to collect demand promissory notes collectively issued by Migme and Amiki in favor of True North.

The Company remains open to opportunities to increase shareholder value and would welcome an improved serious offer for consideration, which offer would include the requirement that Migme cure outstanding defaults.

Separate from the above, the Company announces that notwithstanding the fact that in January 2018, the Company reported that it had acquired 100% of the common shares of one of South Korea’s leading digital media companies, Kryptonite Korea Limited (“Kryptonite”), the seller failed to deliver the certificates evidencing the securities of Kryptonite after closing and subsequently requested the Company modify the terms of the agreement and take additional steps relating to local laws. The Company now expects to agree to mutually rescind and terminate the acquisition agreement, of which there can be no assurance, which was only entered into at the request of Migme in anticipation of closing the transaction with Migme, which closing is now no longer contemplated.

In connection with the cessation of the transactions above, the Company announces that it no longer plans to undertake a series of roll-ups to transform True North into the next generation Social-Entertainment-Games platform for all emerging markets and no longer plans to add another member to the Board of Directors of the Company as proposed by Migme.

Finally, True North announces that on April 30, 2018, an aggregate of $1,525,000 of the then outstanding Convertible Promissory Notes automatically converted, pursuant to the terms, into an aggregate of 25,310,174 shares of the Company’s common stock, and as a result of such conversions, the Company currently has 54,014,542 shares of common stock issued and outstanding.

About True North Energy Corporation

Traditionally, True North Energy Corporation has engaged in the identification, acquisition and development of oil and gas properties. Through its subsidiary, TN Energy Corp, a Texas Corporation, the Company holds overriding royalty interests on oil and gas properties located in Colorado and Oklahoma.

Contact

CEO William Simmons
True North Energy Corporation
24624 I – 45 North Suite 200
Spring, TX 77386
mike@tnencorp.com
Phone + 1 281 719 1996

This press release may contain forward-looking statements, including information about management’s view of True North’s future expectations, plans and prospects. In particular, when used in the preceding discussion, the words “believes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release, other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of True North, its divisions and concepts to be materially different than those expressed or implied in such statements. The forward-looking statements included in this press release are made only as of the date hereof. True North cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, True North undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by True North.

SOURCE: True North Energy Corporation

ReleaseID: 499263