Trillion Energy International Inc. (CSE:TCF, OTCQB:TCFF) has announced a plan of redomicile to change its company's location of incorporation from Delaware, USA, to British Columbia (BC), Canada, subject to stockholder approval.
The company said the 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 US, and with operations focused in Europe and its directors are located outside of the US.
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 said it does not anticipate any impacts for employees or day-to-day operations, because of the redomicile.
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In a statement, 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."
Trillion said it 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's board of directors believes that the proposed plan to change its company's location of incorporation from Delaware to 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 marketplaces; and
- Locates the Company in the same jurisdiction as it anticipates moving its corporate head office.
Trillion said 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., 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 (CSE). The company will remain subject to the reporting requirements of the US Securities and Exchange Commission (SEC) and applicable policies of the CSE.
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.
Contact the author at jon.hopkins@proactiveinvestors.com