Announcement • Jun 23
Aero Energy Limited (TSXV:AERO) completed the acquisition of Kraken Energy Corp. (CNSX:UUSA). Aero Energy Limited (TSXV:AERO) entered into a letter of intent to acquire Kraken Energy Corp. (CNSX:UUSA) for CAD 1.4 million on November 8, 2024. Aero Energy Limited entered into a definitive arrangement agreement to acquire Kraken Energy Corp on April 1, 2025. The Transaction is valued at approximately CAD 0.02754 per Kraken Share or approximately CAD 1.64 million. Pursuant to the terms of the Arrangement Agreement, all of the issued and outstanding Kraken shares will be exchanged for Aero common shares (the "Aero Shares") on the basis of 0.97037 Aero Shares for each Kraken Share (the "Exchange Ratio"). The Purchase Price represents a premium of 20% to the 15-day volume-weighted average trading price of the Kraken Shares on the CSE. All outstanding stock options of Kraken will be exchanged for options of Aero and all warrants of Kraken will become exercisable to acquire Aero Shares, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. The Agreement also includes provision for the payment of a break fee of CAD 250,000 by Kraken to Aero in the event that it is terminated under certain circumstances. Upon completion of the Transaction, there were 179,849,606 Aero Shares issued and outstanding, on an undiluted basis. Approximately 68% of the Aero Shares are expected to be held by the current shareholders of Aero, and approximately 32% of the Aero Shares are expected to be held by the former Kraken Shareholders. The board of directors of Aero immediately following the completion of the Arrangement consists of five members, comprised of three existing directors of Aero and two nominees of Kraken, being Brian Goss and Garrett Ainsworth.
Galen McNamara, Grace Marosits and Brandon Bonifacio will continue to serve as directors of Aero, following the resignation of Rony Zimerman. Galen McNamara will continue to serve as CEO and Director of the Aero, and
Carson Halliday was appointed as the CFO and Corporate Secretary of Aero, following the resignation of Martin Bajic.
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66 2/3% of the votes cast by Kraken Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Kraken Shareholders, excluding votes attached to Kraken Shares held by any person as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at a special meeting of Kraken Shareholders expected to be convened in June, 2025 (the "Kraken Meeting"). An information circular providing further information of the Transaction will be provided to Kraken Shareholders in connection with the Kraken Meeting. In addition to Kraken Shareholder and Court approvals, the Transaction is subject to approval of the TSX Venture Exchange, third-party approvals, the CSE and the satisfaction of certain other closing conditions customary in transactions of this nature. The Transaction is expected to close in June, 2025. The Arrangement Agreement has been unanimously approved by the board of directors of each of Aero and Kraken. The Kraken board of directors (the "Kraken Board") has unanimously recommended that Kraken Shareholders vote in favor of the Transaction. All of the directors and executive officers of Kraken, representing in aggregate approximately 8% of the issued and outstanding Kraken Shares, have agreed to vote in favor of the Transaction. As on June 11, 2025, the transaction has been approved by the Kraken Shareholders.
Forooghian + Company Law Corporation is acting as legal advisor to Aero. McMillan is acting as legal advisor to Kraken. Evans and Evans, Inc. acted as financial advisor and has provided an opinion to the Kraken Board of Directors. Computershare Investor Services Inc. acted as depository bank to Kraken Energy.
Aero Energy Limited (TSXV:AERO) completed the acquisition of Kraken Energy Corp. (CNSX:UUSA) on June 23, 2025. As a part of acquisition, Kraken Shares are expected to be de-listed from the Canadian Securities Exchange effective as of the close of business on or about June 20, 2025. Announcement • Apr 15
Kraken Energy Corp., Annual General Meeting, Jun 11, 2025 Kraken Energy Corp., Annual General Meeting, Jun 11, 2025. Announcement • Apr 03
Aero Energy Limited (TSXV:AERO) entered into a definitive arrangement agreement to acquire Kraken Energy Corp. (CNSX:UUSA) for CAD 1.4 million. Aero Energy Limited (TSXV:AERO) entered into a definitive arrangement agreement to acquire Kraken Energy Corp. (CNSX:UUSA) for CAD 1.4 million on April 1, 2025. The Transaction is valued at approximately CAD 0.02754 per Kraken Share or approximately CAD 1.64 million. Pursuant to the terms of the Arrangement Agreement, all of the issued and outstanding Kraken shares will be exchanged for Aero common shares (the "Aero Shares") on the basis of 0.97037 Aero Shares for each Kraken Share (the "Exchange Ratio"). The Purchase Price represents a premium of 20% to the 15-day volume-weighted average trading price of the Kraken Shares on the CSE. All outstanding stock options of Kraken will be exchanged for options of Aero and all warrants of Kraken will become exercisable to acquire Aero Shares, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. The Arrangement Agreement also includes provision for the payment of a break fee of CAD 250,000 by Kraken to Aero in the event that it is terminated under certain circumstances. Upon completion of the Transaction, Aero is expected to have approximately 169,978,517 Aero Shares issued and outstanding, on an undiluted basis. Approximately 68% of the Aero Shares are expected to be held by the current shareholders of Aero, and approximately 32% of the Aero Shares are expected to be held by the former Kraken Shareholders. The board of directors of Aero following the closing of the Transaction is expected to consist of five members with three nominees from Aero and two nominees from Kraken. Upon closing the Transaction, Galen McNamara will serve as CEO and Director, and Martin Bajic will serve as CFO, of Aero.
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of: (i) at least 66 2/3% of the votes cast by Kraken Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Kraken Shareholders, excluding votes attached to Kraken Shares held by any person as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at a special meeting of Kraken Shareholders expected to be convened in June, 2025 (the "Kraken Meeting"). An information circular providing further information of the Transaction will be provided to Kraken Shareholders in connection with the Kraken Meeting. In addition to Kraken Shareholder and Court approvals, the Transaction is subject to approval of the TSX Venture Exchange, the CSE and the satisfaction of certain other closing conditions customary in transactions of this nature. The Transaction is expected to close in June, 2025. The Arrangement Agreement has been unanimously approved by the board of directors of each of Aero and Kraken. The Kraken board of directors (the "Kraken Board") has unanimously recommended that Kraken Shareholders vote in favour of the Transaction. All of the directors and executive officers of Kraken, representing in aggregate approximately 8% of the issued and outstanding Kraken Shares, have agreed to vote in favour of the Transaction.
Forooghian + Company Law Corporation is acting as legal advisor to Aero. McMillan is acting as legal advisor to Kraken. Evans and Evans, Inc. has provided an opinion to the Kraken Board of Directors. New Risk • Oct 23
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$4.3m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$4.3m free cash flow). Share price has been highly volatile over the past 3 months (20% average weekly change). Earnings have declined by 50% per year over the past 5 years. Revenue is less than US$1m. Market cap is less than US$10m (CA$3.28m market cap, or US$2.38m). Minor Risk Shareholders have been diluted in the past year (9.8% increase in shares outstanding). Announcement • Sep 24
Kraken Energy Corp., Annual General Meeting, Nov 15, 2024 Kraken Energy Corp., Annual General Meeting, Nov 15, 2024. 