International Petroleum Corporation and Blackpearl Resources Inc.announce Filing of Joint Management Information Circular Seekingsecurityholder Approval of Strategic Business Combination

INTERNATIONAL PETROLEUM CORPORATION AND BLACKPEARL RESOURCES INC. ANNOUNCE 
FILING OF JOINT MANAGEMENT INFORMATION CIRCULAR SEEKING SECURITYHOLDER 
APPROVAL OF STRATEGIC BUSINESS COMBINATION 
 
   International Petroleum Corporation ("IPC") (TSX, Nasdaq Stockholm: IPCO) and 
BlackPearl Resources Inc. ("BlackPearl") (TSX: PXX, Nasdaq Stockholm: 
PXXS) are pleased to announce that they have filed a joint management 
information circular (the "Circular") for their respective special 
meetings of securityholders to be held in connection with the proposed 
strategic business combination of IPC and BlackPearl pursuant to a plan 
of arrangement (the "Arrangement") under the Canada Business 
Corporations Act. Pursuant to the Arrangement, holders of common shares 
of BlackPearl ("BlackPearl Shares") will receive, directly or indirectly, 
0.22 common shares of IPC ("IPC Shares") for each BlackPearl Share. 
 
   Subject to receipt of the requisite approvals of securityholders at the 
special meetings and to satisfaction or waiver of the remaining 
conditions, it is expected that the Arrangement will be completed on or 
about December 14, 2018. 
 
   Special Meeting of Holders of BlackPearl Shares and BlackPearl Options 
 
   The details of the special meeting (the "BlackPearl Special Meeting") of 
holders of BlackPearl Shares and of holders of options to acquire 
BlackPearl Shares ("BlackPearl Options") are set forth below: 
 
 
 
 
When                        Where 
Friday, December 7, 2018    The Calgary Petroleum Club, President's Room 
9:00 a.m. (Calgary Time)    319 - 5th Avenue SW, Calgary, Alberta 
 
 
 
   The BlackPearl Special Meeting will be held to approve the special 
resolution approving the Arrangement (the "BlackPearl Arrangement 
Resolution"). The record date for the BlackPearl Special Meeting is 
November 9, 2018. The specific details of the matters to be put before 
the BlackPearl Special Meeting are set forth in the Circular, which is 
available on BlackPearl's website at www.blackpearlresources.ca and 
under BlackPearl's profile on SEDAR at www.sedar.com. 
 
   Registered holders of BlackPearl Shares may attend the BlackPearl 
Special Meeting in person or may be represented by proxy. Proxies must 
be received no later than 9:00 a.m. (Calgary time) on December 5, 2018. 
Shareholders of BlackPearl who hold their BlackPearl Shares through 
Swedish Depositary Receipts must deliver their voting instructions to 
Pareto Securities AB no later than November 29, 2018. 
 
   THE BOARD OF DIRECTORS OF BLACKPEARL HAS UNANIMOUSLY APPROVED THE 
ARRANGEMENT AND DETERMINED THAT THE ARRANGEMENT IS FAIR TO THE HOLDERS 
OF BLACKPEARL SHARES AND IN THE BEST INTERESTS OF BLACKPEARL AND THE 
HOLDERS OF BLACKPEARL SHARES, AND UNANIMOUSLY RECOMMENDS THAT THE 
HOLDERS OF BLACKPEARL SHARES VOTE IN FAVOUR OF THE BLACKPEARL 
ARRANGEMENT RESOLUTION. 
 
   All of the directors and executive officers of BlackPearl, as well as 
certain other BlackPearl shareholders, who collectively hold 
approximately 35% of the outstanding BlackPearl Shares, have entered 
into voting and support agreements with IPC pursuant to which they 
agreed to vote their BlackPearl Shares and BlackPearl Options in favour 
of the BlackPearl Arrangement Resolution and to otherwise support the 
Arrangement. It is expected that the votes representing approximately 
9.6% of the outstanding BlackPearl Shares will be excluded pursuant to 
Multilateral Instrument 61-101 -- Protection of Minority Security 
Holders in Special Transactions for the purpose of determining "minority 
approval" of the Arrangement. These votes relate to the BlackPearl 
Shares held by all four of the executive officers of BlackPearl. 
 
   If the BlackPearl Arrangement Resolution is not approved by the holders 
of BlackPearl Shares and BlackPearl Options at the BlackPearl Special 
Meeting, then the Arrangement cannot be completed. 
 
   Advice to Shareholders of BlackPearl Who Hold Their BlackPearl Shares 
Through Swedish Depositary Receipts Registered with Euroclear Sweden AB 
 
   Shareholders of BlackPearl who hold their BlackPearl Shares through 
Swedish Depositary Receipts ("Swedish Depository Receipts") registered 
with Euroclear Sweden AB, which trade on the Nasdaq Stockholm Exchange, 
are not registered holders of BlackPearl Shares for the purposes of 
voting at the BlackPearl Special Meeting. Instead, Swedish Depository 
Receipts are registered under CDS & Co., the registration name of the 
Canadian Depository for Securities. Holders of Swedish Depository 
Receipts as of the record date will receive a voting instruction form 
(the "BlackPearl VIF") by mail directly from Pareto Securities AB 
("Pareto"). The BlackPearl VIF cannot be used to vote securities 
directly at the BlackPearl Special Meeting. Instead, the BlackPearl VIF 
must be completed and returned to Pareto strictly in accordance with the 
instructions and deadlines that will be described in the instructions 
provided with the BlackPearl VIF. 
 
   Holders of Swedish Depository Receipts can obtain additional copies of 
the BlackPearl VIF, together with the Circular, from Pareto on its 
website at www.paretosec.com or by emailing 
[e-mail], and will also be available on 
BlackPearl's website. 
 
   Special Meeting of Holders of IPC Shares 
 
   The details of the special meeting of holders of IPC Shares (the "IPC 
Special Meeting") are set forth below: 
 
 
 
 
When                         Where 
Friday, December 7, 2018     The Calgary Petroleum Club, President's Room 
10:00 a.m. (Calgary Time)    319 - 5th Avenue SW, Calgary, Alberta 
 
 
 
   The IPC Special Meeting will be held to approve the issuance of IPC 
Shares to be issued to the holders of BlackPearl Shares pursuant to the 
Arrangement (the "IPC Share Issuance Resolution"). The record date for 
the IPC Special Meeting is November 9, 2018. The specific details of the 
matters to be put before the IPC Special Meeting are set forth in the 
Circular, which is available on IPC's website at 
www.international--petroleum.com and under IPC's profile on SEDAR at 
www.sedar.com. 
 
   Registered holders of IPC Shares may attend the IPC Special Meeting in 
person or may be represented by proxy. Proxies or voting instructions 
must be received no later than 10:00 a.m. (Calgary time) on December 5, 
2018. 
 
   THE BOARD OF DIRECTORS OF IPC HAS UNANIMOUSLY APPROVED THE ARRANGEMENT 
AND DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF IPC, AND 
UNANIMOUSLY RECOMMENDS THAT HOLDERS OF IPC SHARES VOTE IN FAVOUR OF THE 
IPC SHARE ISSUANCE RESOLUTION. 
 
   All of the directors and executive officers of IPC, as well as the 
largest IPC shareholder, who collectively hold approximately 34% of the 
outstanding IPC Shares, have entered into voting and support agreements 
with BlackPearl, pursuant to which they agreed to vote their IPC Shares 
in favour of the IPC Share Issuance Resolution and to otherwise support 
the Arrangement. It is expected that the votes representing 
approximately 32.7% of the outstanding IPC Shares will be excluded 
pursuant to Section 611(b) of the TSX Company Manual for the purpose of 
determining approval of the IPC Share Issuance Resolution. These votes 
relate to the IPC Shares held by two directors of IPC as well as the 
largest IPC shareholder. 
 
   If the IPC Share Issuance Resolution is not approved by the holders of 
IPC Shares at the IPC Special Meeting, then the Arrangement cannot be 
completed. 
 
   Advice to Shareholders of IPC Who Hold Their IPC Shares Through 
Euroclear Sweden AB 
 
   Shareholders of IPC who hold their IPC Shares ("Euroclear Registered 
IPC Shares) through Euroclear Sweden AB, which trade on the Nasdaq 
Stockholm Exchange, are not registered holders of IPC Shares for the 
purposes of voting at the IPC Special Meeting. Instead, Euroclear 
Registered IPC Shares are registered under CDS & Co., the registration 
name of the Canadian Depositary for Securities. Holders of Euroclear 
Registered IPC Shares as of the record date will receive a voting 
instruction form (the "IPC VIF") by mail directly from Computershare 
AB ("Computershare Sweden"). The IPC VIF cannot be used to vote 
securities directly at the IPC Special Meeting. Instead, the IPC VIF 
must be completed and returned to Computershare Sweden strictly in 
accordance with the instructions and deadlines that will be described in 
the instructions provided with the IPC VIF. 
 
   Holders of Euroclear Registered IPC Shares can obtain additional copies 
of the IPC VIF, together with the Circular, from Computershare Sweden by 
emailing [e-mail] or by telephone at [phone], and 
will also be available on IPC's website. 
 
   Potential Postal Disruption in Canada 
 
   In the event of a postal disruption as a result of a Canada Post labour 
disruption or other cause, please access the Circular as noted above and 
see "General Proxy Matters -- IPC -- Appointment and Revocation of 
Proxies" (page 99), "General Proxy Matters -- BlackPearl -- Appointment 
and Revocation of Proxies" (pages 101 to 102) and "General Information 
-- Information for Beneficial Shareholders" (pages 21 to 22) in the 
Circular for information on how to obtain and submit a form of proxy or 
voting information form, as applicable. Holders of IPC Shares, 
BlackPearl Shares and BlackPearl Options are encouraged to vote using 
the internet, telephone or fax numbers provided in the Circular to 
ensure their votes are received prior to the voting cut off on December 
5, 2018. 
 
 
 
 
For further information in respect of IPC, please 
 contact: 
 
  Rebecca Gordon                                    Robert Eriksson 
  VP Corporate Planning and Investor Relations      Media Manager 
  [e-mail]    Or  [e-mail] 
  Tel: [phone]                             Tel: [phone] 
 
 
For further information in respect of BlackPearl, 
 please contact: 
 
  John Festival                                     Don Cook 
  President and CEO                             Or  Chief Financial Officer 
  Tel: [phone]                              Tel: [phone] 
 
 
   Important Information' 
 
   This press release is not an offer to sell or a solicitation of any 
offer to buy any securities issued by IPC or BlackPearl in any 
jurisdiction where such offer or sale would be unlawful. Copies of this 
press release are not being made and may not be distributed or sent into 
any jurisdiction in which such distribution would be unlawful or would 
require registration or other measures. 
 
   In any European Economic Area (EEA) member state, other than Sweden, 
that has implemented Directive 2003/71/EC as amended (together with any 
applicable implementing measures in any member state, the "Prospectus 
Directive"), this press release is only addressed to and is only 
directed at qualified investors in that member state within the meaning 
of the Prospectus Directive. 
 
   For Swedish purposes only, any offering of the securities referred to in 
this press release will be made by means of a prospectus. This press 
release is not a prospectus for the purposes of the Prospectus 
Directive. Swedish investors should not base their decision to vote at 
the shareholders' meetings of IPC and BlackPearl as referred to in this 
press release except on the basis of information contained in the 
aforementioned prospectus and/or the Circular referred to above. 
 
   Forward-Looking Statements 
 
   This press release contains statements and information, which constitute 
"forward-looking statements" or "forward-looking information" (within 
the meaning of applicable securities legislation). Such statements and 
information (together, "forward-looking statements") relate to future 
events, including the anticipated timing of the IPC Special Meeting and 
the BlackPearl Special Meeting and the timing and certainty regarding 
completion of the Arrangement. Actual results may differ materially from 
those expressed or implied by forward-looking statements. The 
forward-looking statements contained in this press release are expressly 
qualified by this cautionary statement. Forward-looking statements speak 
only as of the date of this press release, unless otherwise indicated. 
Neither IPC nor BlackPearl intends, nor does it assume any obligation, 
to update these forward-looking statements, except as required by 
applicable laws. 
 
   All statements other than statements of historical fact may be 
forward-looking statements. Any statements that express or involve 
discussions with respect to predictions, expectations, beliefs, plans, 
projections, forecasts, guidance, budgets, objectives, assumptions or 
future events or performance (often, but not always, using words or 
phrases such as "seek", "anticipate", "plan", "continue", "estimate", 
"expect", "may", "will", "project", "forecast", "predict", "potential", 
"targeting", "intend", "could", "might", "should", "believe", "budget" 
and similar expressions) are not statements of historical fact and may 
be "forward-looking statements". Forward-looking statements include, but 
are not limited to, statements with respect to: timing of the IPC 
Special Meeting and the BlackPearl Special Meeting and the timing and 
certainty regarding completion of the Arrangement, including fulfilling 
the conditions precedent to such completion. 
 
   Although IPC and BlackPearl believe that the expectations and 
assumptions on which such forward-looking statements are based are 
reasonable, undue reliance should not be placed on the forward-looking 
statements because neither IPC nor BlackPearl can give assurances that 
they will prove to be correct. Since forward-looking statements address 
future events and conditions, by their very nature they involve inherent 
risks and uncertainties. Actual results could differ materially from 
those currently anticipated due to a number of factors and risks. 
 
 
 
   Attachment 
 
 
   -- IPC PR Notice EGM IPC BlackPearl 15-11-18 
      https://prlibrary-eu.nasdaq.com/Resource/Download/bdbd93e3-4582-47b9-a881-393fdf8b35a4 
 
 
 
 
 

(END) Dow Jones Newswires

November 15, 2018 13:00 ET (18:00 GMT)