FSC / Press Release
Rainchief Energy Issues Shareholder Update
Proposes 1:50 Reverse Split and IPO On The Canadian National Stock Exchange
Vancouver, British Columbia CANADA, January 29, 2013 /FSC/ - RainChief Energy
Inc. (RCFEF - OTCQB),(the "Company") today announced its intention to
consolidate the Company's issued and outstanding shares of common stock on the
basis of 50 existing shares for 1 new share (the "Reverse Split"). Fractional
shares or odd lots of less than 100 shares will be rounded up to 100 share board
lots. The Reverse Split will not change the par value of the Company's common
stock, which will remain at $0.001 per share, or the number of shares of common
stock the Company is authorized to issue, which will remain at 100,000,000. The
purpose of the Reverse Split is to facilitate further financings and strategic
transactions for the Company.
In accordance with its obligations under applicable securities laws, the Company
will file an Information Circular or its equivalent with the U.S. Securities and
Exchange Commission and the British Columbia Securities Commission as promptly
as is reasonably practicable.
The Company plans to mail an Information Circular describing the Reverse Split
and detailing the future plans of the Company to shareholders along with an
optional mail-in or online proxy voting form on or before February 8, 2013. The
record date for the meeting at which the Company's shareholders will vote on the
Reverse Split has been fixed as February 28, 2013.
The shareholders' meeting will be hosted at the Company's office located at 1185
West Georgia Street, Suite 1110, Vancouver, BC V6E 4E6 on March 11, 2013 at
10:00 a.m. Proxy votes must be received by the Company's secretary no later
than March 7, 2013 in order to be voted at the meeting. If approved by the
Company's shareholders, the Reverse Split will not be effective until a minimum
of 40 calendar days after the meeting date.
Pending the outcome of voting, the Reverse Split-adjusted shares of the
Company's common stock are expected to begin trading on the OTCQB on or before
April 31, 2013. A new CUSIP number will be assigned to the Company's common
stock as a result of the Reverse Split. The Company currently has 46,179,587
issued and outstanding shares of common stock, and subsequent to the Reverse
Split there will be approximately 983,592.
The Company's management is voting in favor of the Reverse Split and an informal
survey of the Company's shareholders indicates that shareholders owning a
combined 70% of the issued and outstanding shares of the Company's common stock
endorse the Reverse Split.
In addition, the Company is currently drafting a prospectus in anticipation of
listing its common stock on the Canadian National Stock Exchange (CNSX). The
listing application will be submitted subsequent to the effective date of the
Reverse Split and its approval is subject to applicable regulatory policies in
Canada and the United States. The purpose of the CNSX listing is to create
awareness of the Company and to facilitate financings and strategic transactions
in Canada. Completing the CNSX listing will also result in the following
* the Company's common stock will qualify as a fully eligible RRSP investment,
* in the event the Company acquires Canadian- based petroleum assets, the
Company's common stock will qualify as an eligible flow-through investment for
exploration and drilling purposes.
As a listing requirement of the CNSX, the Company will file a NI 51-101
Technical Report on its Gulf Jensen Prospect located in Curry County, New
Mexico. The NI 51-101 Technical Report will be completed by an independent
petroleum engineering firm.
The Company currently owns a 90% working interest in the Gulf Jensen Prospect.
On behalf of the Board of Directors,
RainChief Energy Inc. (OTCQB: RCFEF)
For corporate information contact:
Brad Moynes at 604-336-8138
1185 West Georgia, Suite 1110
Vancouver, BC V6E 4E6 Canada
T: 604-336-8138 F: 866-303-4630
To view this press release as a webpage please click on the following link:
Source: RainChief Energy Inc. (OTCBB: RCFEF) http://www.www.rainchief.com
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-0- Jan/29/2013 23:47 GMT
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