Phoenix Provides Update on Status of Transaction

TORONTO, ON / ACCESSWIRE / April 1, 2019 / Phoenix Canada Oil Company Limited (TSX-V:PCO) ("Phoenix" or the "Company") is pleased to provide an update to the Company's previously announced non-binding letter of intent ("LOI") dated October 23, 2018 with VMedia Inc. ("VMedia"), a private Canadian corporation that offers telecom and broadcasting services across Canada and is a pioneer in the development of live streaming TV solutions. The LOI contemplates a statutory plan of arrangement, and the completion of the transaction will constitute a reverse takeover of the Company by VMedia (the "Proposed Transaction").

Today, the Company and VMedia have filed the required information for the conditional approval of the Proposed Transaction by the TSXV, having (i) substantially completed due diligence, (ii) finalized the draft definitive agreement, (iii) prepared the draft information circular and (iv) prepared and finalized the draft audited financial statements (converted to IFRS for VMedia). In parallel, VMedia will be filing a submission to the Canadian Radio-television and Telecommunications Commission ("CRTC") for approval of the Proposed Transaction. The Company expects the halt will be lifted once the TSXV has granted conditional approval.

"Significant time and effort has been invested in the thorough and diligent preparation of the various filings. We continue to be excited about our evolving partnership with VMedia, and continue to believe that this opportunity has the ability to provide significant value for our shareholders. We remain confident that VMedia shares our corporate values, and look forward to completing the approval process," said Charlotte Moore-Hepburn, CEO of Phoenix.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

For questions, please contact:

Dr. Charlotte Moore Hepburn
Chief Executive Officer
Phoenix Canada Oil Company Limited
(416) 368-4440
[email protected]

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Proposed Transaction including statements regarding the terms and conditions of the Proposed Transaction and the LOI, as well as information relating to VMedia. The information about VMedia contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction and the LOI; that the ultimate terms of the Proposed Transaction and the LOI will differ from those that currently are contemplated; and that the Proposed Transaction and the LOI will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and VMedia. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, VMedia, their securities, or their respective financial or operating results (as applicable).

SOURCE: Phoenix Canada Oil Company Limited