Manitok Energy Inc. (TSXV:MEI) entered into a definitive agreement to acquire Questfire Energy Corp. (TSXV:Q.A) for CAD 3.6 million on July 5, 2017. Under the terms of the agreement, Questfire shareholders will receive, for each Questfire Share held, 2.25 Manitok common shares. The aggregate transaction value is approximately CAD 55.4 million including CAD 51.8 million to replace the bank debt, infrastructure-backed debt, other Questfire obligations, anticipated transaction costs (including due diligence, legal, accounting and various fees), expected proceeds from the exercise of in-the-money options to purchase Questfire Shares, severance costs and change of control payments. The transaction will be financed with the credit facility and issuance of common shares. Manitok is in the final stages of negotiating a new credit facility with a syndicate of lenders in connection with obtaining a new CAD 132.2 million credit facility consisting of CAD 117.2 million senior secured term facilities with a CAD 15 million delayed draw acquisition facility to finance the transaction. Manitok intends to close the credit facility concurrently with the transaction. Upon the completion of the transaction, Manitok and Questfire shareholders will hold approximately 86% and 14% of the combined company respectively. The agreement provides for non-solicitation covenants, subject to the fiduciary obligations of the Board of Directors of Questfire, and the right of Manitok to match any superior proposal within 72 hours. The agreement provides for mutual non-completion fees of CAD 2 million in the event that the transaction is not completed or is terminated by either party in certain circumstances. It is anticipated that concurrently with the closing of the transaction and the credit facility, Manitok's demand credit facility, Manitok's infrastructure-backed debt, Questfire's demand credit facility and Questfire's infrastructure-backed debt will be extinguished. Following the completion of the transaction, Manitok's current Board of Directors and management team will manage the combined company. The completion of the transaction is subject to certain conditions, including the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, the approval of holders of Questfire Shares including the approval of disinterested Questfire shareholders, the approval of the Court of Queen's Bench of Alberta and Manitok obtaining financing. The Board of Directors of Questfire unanimously approved the transaction and Questfire's execution of the agreement, determined that the transaction is in the best interests of Questfire and its shareholders and recommends that holders of Questfire Shares vote in favor of the transaction. All directors and officers of Questfire, representing more than 40% of the issued and outstanding Questfire shares, have entered into support agreements with Manitok pursuant to which they have agreed to vote their Questfire shares in favor of the transaction. As of August 22, 2017, transaction has been approved by the holders of Questfire shares on August 15, 2017 and the Court of Queen's Bench of Alberta on August 21, 2017. Closing of the acquisition is anticipated to occur on or about August 22, 2017. As of August 22, 2017, the transaction is expected to close on or before September 15, 2017. As of September 15, 2017, as per the amendment the transaction is now expected to close on October 31, 2017. As of October 31, 2017, as per the amendment the transaction is now expected to close on November 30, 2017. As of November 16, 2017, Lenders have refused to extend the credit facility and are seeking a court order to place Questfire in receivership. In light of the above, each of the Questfire’s four directors, being Richard Dahl, John Ramescu, Roger MacLeod and Neil Dell, has indicated their intention to resign following the approval of the receivership court order. Integral Wealth Securities Limited, acted as fairness opinion provider for Questfire. Gowling WLG International Limited acted as legal advisor to Manitok Energy in the transaction.