S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

(Address, including ZIP code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including ZIP code, and telephone number, including area code, of registrant’s agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

The proxy statement/prospectus that forms a part of this Registration Statement consists of (i) a proxy statement relating to a special meeting of stockholders of Park Place Energy Corp., a Nevada corporation (“PPEC”, “we”, “us” and “our”) and (ii) a prospectus relating to the common stock of Park Place Energy Inc., a newly formed Delaware corporation (“Hold Co.”), that is filed in connection with the proposed Reincorporation of PPEC by means of a merger with and into a newly formed, wholly owned limited liability company subsidiary of Hold Co., following which the former stockholders of PPEC will become stockholders of Hold Co.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

On behalf of the Board of Directors of Park Place Energy Corp., a Nevada corporation (“PPEC”), you are cordially invited to attend a special meeting of stockholders of PPEC to be held on , 2015, at 10 a.m., local time, at the Executive Conference Center, located on the 40^th floor at 2200 Ross Avenue, Dallas, TX 75201. PPEC’s principal offices are located in the same building at Suite 4500E.

At the special meeting, you will be asked to consider and vote upon (1) a proposal to approve an agreement and plan of merger (the “merger agreement”), pursuant to which PPEC will merge with and into a wholly owned subsidiary of Park Place Energy Inc., a newly formed Delaware corporation, which is itself a subsidiary of PPEC (we refer to this proposal as the “Reincorporation Proposal”), and (2) if the Reincorporation Proposal is approved, to consider a proposal, which we refer to as the “Incentive Plan Proposal,” to approve the assumption by Hold Co. of (i) PPEC’s 2013 Long-Term Equity Incentive Plan (including the existing share reserves under the plan), which was previously approved by our stockholders, (ii) PPEC’s 2011 Stock Option Plan (including the existing share reserves under the plan), and all the outstanding equity awards under both plans, and (iii) PPEC’s outstanding warrants; and (3) a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. If the Reincorporation Proposal and the Incentive Plan Proposal are approved and the transactions contemplated by the merger agreement, which we refer to as the “Reincorporation,” are completed, we will become a wholly owned subsidiary of the new Delaware holding company, and your shares will automatically be converted into the same number of shares of the Delaware holding company (unless you properly exercise dissenters’ rights, which will entitle you to obtain payment of the fair value of your shares according to the provisions of Sections 92A.300 to 92A.500 of the Nevada Revised Statutes). We intend to continue use of the name “Park Place Energy Inc.” for the holding company after the completion of the Reincorporation.

Our Board of Directors believes that reincorporation will help us to implement our acquisition strategy, including permitting us to keep acquired assets structurally separate from PPEC, and through benefiting from Delaware’s leadership role in corporate law and adjudication of disputes, which will provide us with greater certainty in connection with operational and strategic planning. Our Board of Directors has unanimously determined that the Reincorporation is advisable and in the best interests of our stockholders. Accordingly, our board has unanimously approved the merger agreement and recommends that you vote “FOR” the Reincorporation Proposal, “FOR” the Incentive Plan Proposal and “FOR” the adjournment of the special meeting, if necessary, to solicit additional proxies.

Your vote is very important. We cannot complete the Reincorporation unless holders of the requisite percentage of the outstanding shares of our common stock vote to approve the Reincorporation Proposal and the Incentive Plan Proposal. If you fail to vote on the Reincorporation Proposal and the Incentive Plan Proposal, it will have the same effect as if you were to vote against the Reincorporation Proposal and the Incentive Plan Proposal.

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE SPECIAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. ACCORDINGLY, WE URGE YOU TO VOTE BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID, SELF-ADDRESSED ENVELOPE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES THAT ARE REGISTERED DIFFERENTLY, PLEASE VOTE ALL OF YOUR SHARES SHOWN ON ALL OF YOUR PROXY CARDS.

We encourage you to read this proxy statement/prospectus carefully because it explains the proposed Reincorporation, the documents related to the Reincorporation and other related matters. You can also obtain other information about us from documents that we have filed with the Securities and Exchange Commission. This proxy statement/prospectus incorporates important business and financial information about PPEC that is not included in or delivered with this proxy statement/prospectus. This information is available without charge to stockholders upon written or oral request at the address and telephone number listed under “Additional Information” on page 1 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2015 and is being first mailed to Park Place Energy Corp. stockholders on or about , 2015.

If you have any questions or need assistance voting, please call PPEC at (214) 220-4340.

A Special Meeting of the Stockholders of Park Place Energy Corp., a Nevada corporation (“PPEC”), will be held at Executive Conference Center, located on the 40^th floor at 2200 Ross Avenue, Dallas, TX 75201 on , 2015, at 10:00 a.m., local time, for the following purposes:

Our Board of Directors has approved the proposed agreement and plan of merger and determined it is advisable and in the best interest of our stockholders, and unanimously recommends that stockholders vote “FOR” the Reincorporation Proposal, “FOR” the Incentive Plan Proposal and “FOR” the adjournment proposal.

Stockholders as of the record date are entitled to assert dissenters’ rights under Sections 92A.300 to 92A.500 of the Nevada Revised Statutes with respect to the Reincorporation Proposal. A copy of Sections 92A.300 to 92A.500 is attached as Annex D to this proxy statement/prospectus.

The Board of Directors has set the close of business on , 2015 as the record date for the meeting. At the meeting, each holder of record of shares of PPEC common stock will be entitled to one vote per share of common stock held on each matter properly brought before the meeting. Owners of PPEC common stock at the close of business on that date are entitled to receive notice of and to vote at the meeting or any adjournment or postponement thereof. Stockholders will be asked at the meeting to present valid photo identification. Stockholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date.

THE VOTE OF EACH SHAREHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC

INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.

IMPORTANT: Please complete, date, sign and promptly return the enclosed proxy card in the prepaid envelope (if mailing within the United States) to ensure that your shares will be represented. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on , 2015—this notice, the proxy statement, and a proxy card are available at our offices at 2200 Ross Avenue, Suite 4500E, Dallas, TX 75201 and on our website at www.parkplaceenergy.com.

This document, which is sometimes referred to as this proxy statement/prospectus, constitutes a proxy statement of Park Place Energy Corp., which we refer to as “PPEC,” with respect to the solicitation of proxies by PPEC for the special meeting described within, and a prospectus of Park Place Energy Inc., which we refer to as “Hold Co.,” for the shares of common stock of Hold Co. to be issued to PPEC stockholders in connection with the proposed Reincorporation. As permitted under the rules of the Securities and Exchange Commission, or the “SEC,” this proxy statement/prospectus incorporates important business and financial information about us that is contained in documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See “Where You Can Find Additional Information” beginning on page 46. You may also obtain copies of these documents, without charge, from PPEC by writing or calling:

To receive timely delivery of requested documents in advance of the special meeting, you should make your request no later than , 2015. [date that is five business days before the meeting]

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus is a part to vote on the proposals being presented at the special meeting. No one has been authorized to provide you with information that is different from what is contained in this document or in the incorporated documents.

This proxy statement/prospectus is dated , 2015. You should not assume the information contained in this proxy statement/prospectus is accurate as of any date other than this date, and neither the mailing of this proxy statement/prospectus to stockholders nor the issuance of the Hold Co. common stock in connection with the Reincorporation implies that information is accurate as of any other date.

Certain statements in this proxy statement/prospectus, and in documents incorporated by reference in this proxy statement/prospectus, contain “forward-looking” information, as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent our management’s beliefs and assumptions concerning future events. When used in this proxy statement/prospectus and in documents incorporated herein by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signified by the words “expects”, “anticipates”, “believes”, “intends”, “plans”, “may”, “estimates”, “predicts”, “potential”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or the negative of these terms or other comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from those expressed in the forward-looking statements.

You should understand that many important factors, in addition to those discussed or incorporated by reference in this proxy statement/prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. Potential factors that could affect our results include those described in this proxy statement/prospectus under “Risk Factors,” and those identified in our Annual Report on Form 10-K for the year ended December 31, 2014 and in the other documents incorporated by reference. In light of these risks and uncertainties, the forward-looking results discussed or incorporated by reference in this proxy statement/prospectus might not occur.

A: You are receiving this proxy statement/prospectus in connection with the solicitation of proxies by the Board of Directors of PPEC (the “PPEC Board”) in favor of a Reincorporation Proposal.

A: We are asking you to approve a merger agreement that would result in our becoming a wholly owned subsidiary of Park Place Energy Inc., a new Delaware holding company, which is itself a wholly owned subsidiary of PPEC and which we refer to as “Hold Co.” PPEC formed Hold Co. for the purpose of participating in the Reincorporation. As a result of the merger, Hold Co. will be the publicly held corporation through which you hold your shares, and PPEC will become a wholly owned subsidiary of Hold Co. We refer to this transaction as the “Reincorporation.” We intend to continue use of the name “Park Place Energy Inc.” for the holding company after the completion of the Reincorporation.

To review the details of the proposed Reincorporation in greater detail, see “The Reincorporation Proposal—Reincorporation Procedure” starting on page 15. Further, a copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully.

To review the reasons for our Reincorporation in greater detail, see “The Reincorporation Proposal—Reasons for the Reincorporation” starting on page 14.

A: If the Reincorporation Proposal is approved, we are also asking you to approve a proposal that Hold Co. assume (i) PPEC’s 2013 Long-Term Equity Incentive Plan (including the existing share reserves under the plan), which was previously approved by our stockholders, (ii) PPEC’s 2011 Stock Option Plan (including the existing share reserves under the plan), and all the outstanding equity awards under both plans, and (iii) PPEC’s outstanding warrants (the “Incentive Plan Proposal”). If the Reincorporation is completed, then Hold Co. will be the publicly traded corporation and accordingly, we believe that the outstanding obligations to issue additional stock pursuant to options, restricted stock units and warrants should be assumed by Hold Co. We do not intend to complete the Reincorporation if the Incentive Plan Proposal is not approved.

A: Besides the Reincorporation Proposal and the Incentive Plan Proposal, you will be asked to consider and vote on a proposal to approve, if necessary, the adjournment of the Special Meeting to solicit additional proxies in favor of the Reincorporation Proposal and the Incentive Plan Proposal (the “adjournment proposal”).

A: The special meeting will be held at Executive Conference Center, located on the 40^th floor at 2200 Ross Avenue, Dallas, TX 75201 on , 2015 at 10:00 a.m., Central Time.

A: All stockholders are entitled to attend the special meeting. If you are the beneficial owner of shares held in the name of your broker, bank or nominee, you must bring proof of ownership (such as a current broker’s statement) in order to be admitted to the special meeting.

Stockholders of record as of the close of business on , 2015, the record date for the special meeting, are entitled to vote at the special meeting, or any adjournment or postponement thereof. At the close of business on the record date, there were 45,731,482 shares of PPEC common stock issued and outstanding.

If your shares are held through a broker, bank or other nominee, you are considered the beneficial owner of the shares, and these proxy materials are being forwarded to you together with a voting instruction card by, or at the direction of, your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee to vote your shares as you instruct in the voting instruction card. The broker, bank or other nominee may either vote in person at the meeting or grant a proxy and direct the proxyholder to vote your shares at the meeting, but only as you instruct in the voting instruction card. You may also vote in person at the meeting, but only after you obtain a “legal proxy” from the broker, bank or other nominee that is the record holder of your shares, giving you the right to vote your shares at the meeting. Your broker, bank or other nominee has enclosed or provided a voting instruction card for you to use in directing the broker, bank or other nominee how to vote your shares.

A: In order for any matter to be considered at the special meeting, there must be a quorum present. The presence, in person or represented by proxy, of the holders of a majority of the shares of our common stock eligible to vote at the special meeting as of the record date for the meeting will constitute a quorum. Shares of common stock represented by proxies reflecting abstentions and properly executed broker non-votes (if any) will be counted as present and entitled to vote for purposes of determining a quorum. If a quorum is not present, either the chairman of the meeting or the stockholders entitled to vote at the meeting who are present or represented by proxy may adjourn the meeting until a quorum is present. See “The Special Meeting—Record Date and Quorum” on page 27.

A: Under Nevada law and as a condition to completion of the Reincorporation, stockholders holding at least a majority of the shares of the common stock outstanding and entitled to vote at the close of business on the record date must vote “FOR” the Reincorporation Proposal. The Incentive Plan Proposal and the proposal to adjourn the special meeting for the purpose of soliciting additional proxies, if necessary, require that the number of votes cast in favor of the proposal exceeds the number of votes in opposition to it. See “The Special Meeting—Required Vote” on page 28.

At the close of business on , 2015, which is the record date of this meeting, there were 45,731,482 shares of PPEC common stock issued and outstanding.

A: A failure to vote your shares of common stock, or voting to abstain, will have the same effect as a vote “AGAINST” the proposals. Brokers do not have discretionary authority to vote on the proposals.

Abstentions and properly executed broker non-votes, if any, will be included in the calculation of the number of shares of common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. See “The Special Meeting—Required Vote” on page 28.

A: The directors and current executive officers of PPEC have informed PPEC that, as of the date of the filing of this proxy statement/prospectus, they intend to vote “FOR” the proposals. As of the record date, which is , 2015, the directors and current executive officers owned, in the aggregate, 1,300,000 shares of common stock entitled to vote at the special meeting, which represents approximately 2.84% of PPEC’s outstanding shares.

You should read “The Reincorporation Proposal—Reasons for the Reincorporation” beginning on page 14 for a discussion of the factors that the PPEC Board considered in deciding to recommend the approval of the merger agreement.

A: Stockholders who do not vote in favor of the Reincorporation Proposal may elect to exercise statutory dissenters’ rights. See “The Reincorporation Proposal—Dissenters’ Rights” beginning on page 18 and the text of the Nevada dissenters’ rights statute, Sections 92A.300 – 92A.500 of the Nevada Revised Statutes, which is reproduced in its entirety as Annex D to this proxy statement/prospectus.

A: If we receive the requisite stockholder approval at the special meeting, we currently expect to complete the Reincorporation promptly thereafter. However, we cannot assure completion of the Reincorporation by any particular date, if at all.

A: Until Hold Co. completes any acquisitions, the business will not change following the Reincorporation. The merger agreement provides that the executive officers and the composition of the Board of Directors of Hold Co. (the “Hold Co. Board”) immediately after completion of the Reincorporation will be the same as the executive officers of PPEC and the composition of the PPEC Board on the date of this proxy statement/prospectus.

A: The name of the public company following the Reincorporation will be “Park Place Energy Inc.”

A: No, following the Reincorporation, we expect that Hold Co.’s CUSIP number will be the same as PPEC’s CUSIP number.

A: Unless you properly exercise your dissenters’ rights, which will entitle you to obtain payment of the fair value of your shares pursuant to Nevada Revised Statutes Sections 92A.300 to 92A.500, your shares of PPEC common stock will automatically be converted in the Reincorporation into the same number of shares of common stock of Hold Co. As a result, you will become a stockholder of Hold Co. and will own the same number of shares of Hold Co. common stock that you owned of PPEC common stock immediately prior to the Reincorporation. We expect that Hold Co. common stock will be quoted on the OTCQB under “PKPL”, which is the trading symbol currently held by PPEC.

A: No. Do not turn in your stock certificates. We will not require you to exchange your stock certificates as a result of the Reincorporation. After the Reincorporation, your common stock certificates will represent the same number of shares of Hold Co. common stock as they represented of PPEC common stock prior to the Reincorporation.

A: The Reincorporation is intended to be a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). You will not recognize any gain or loss for federal income tax purposes upon your receipt of Hold Co. common stock in exchange for your shares of PPEC stock in the Reincorporation. Shareholders that exercise their dissenters’ rights, however, may recognize gain or loss upon the Reincorporation. The tax consequences to you will depend on your own situation. You should consult your own tax advisors concerning the specific tax consequences of the Reincorporation to you, including any foreign, state, or local tax consequences of the Reincorporation. For further information, see “Material U.S. Federal Income Tax Consequences” beginning on page 43 of this proxy statement/prospectus.

A: If the Reincorporation Proposal and the Incentive Plan Proposal are not approved by PPEC’s stockholders, or if the Reincorporation is not consummated for any other reason, PPEC will remain a public company and shares of PPEC common stock will continue to be quoted on the OTCQB and the OTC Bulletin Board.

A: We urge you to read this proxy statement/prospectus carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement/prospectus, and to consider how the Reincorporation affects you. If you are a stockholder of record, you can ensure that your shares are voted at the special meeting by submitting your proxy via mail, using the enclosed postage-paid envelope.

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting against the proposals.

A: Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by notifying PPEC’s Corporate Secretary in writing at Park Place Energy Corp., Attn: Corporate Secretary, 2200 Ross Avenue, Suite 4500E, Dallas, TX 75201, or by

submitting a new proxy by mail, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person, although simply attending the special meeting will not cause your proxy to be revoked. If you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, the options described above for revoking your proxy do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to revoke your proxy or submit new voting instructions.

A: If your shares are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive to ensure that all of your shares are voted.

A: The SEC permits companies to send a single set of proxy materials to multiple stockholders sharing any address unless the company has received contrary instructions from one or more of the stockholders. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card.

If you share an address with another stockholder and received only one set of proxy materials and would like to request a separate paper copy of these materials, please contact PPEC’s Corporate Secretary in writing at 2200 Ross Avenue, Suite 4500E, Dallas, TX 75201 or by telephone at (214) 220-4340, and PPEC will promptly deliver a separate copy. Stockholders sharing an address can request delivery of a single copy of proxy materials if they are receiving multiple copies of these materials by contacting PPEC’s Corporate Secretary in writing at 2200 Ross Avenue, Suite 4500E, Dallas, TX 75201 or by telephone at (214) 220-4340.

Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

SUMMARY

This section highlights key aspects of the Reincorporation Proposal and the Incentive Plan Proposal, including the agreement and plan of merger, which we refer to as the “merger agreement,” that are described in greater detail elsewhere in this proxy statement/prospectus. It does not contain all of the information that may be important to you. To better understand the Reincorporation Proposal and the Incentive Plan Proposal, and for a more complete description of the legal terms of the merger agreement, you should read this entire document carefully, including the Annexes, and the additional documents to which we refer you. You can find information with respect to these additional documents in “Where You Can Find Additional Information” on page 46.

The Principal Parties

Park Place Energy Corp.

2200 Ross Avenue, Suite 4500E

Dallas, TX 75201

Telephone: (214) 220-4340

Park Place Energy Corp., or the “PPEC,” is an enterprise that was incorporated under the laws of the State of Nevada on August 27, 2004 under the name ST Online Corp. In 2007, the name was changed to Park Place Energy Corp. We have one subsidiary, BG Explorations EOOD, a company incorporated under the laws of Bulgaria, which is wholly owned by PPEC.

PPEC is an energy company that intends to engage in exploration for oil and natural gas, primarily in the Dobrich region of northeast Bulgaria upon the effectiveness of the License Agreement described below. We continue to look for new opportunities in other countries with particular focus on Eastern Europe. Our goal is to become a producer of natural gas in Bulgaria and other countries.

In October of 2010, we were awarded an exploration permit for the “Vranino 1-11 Block” located in Dobrudja Basin, Bulgaria, by the Bulgarian Counsel of Ministers. On April 1, 2014, PPEC entered into an Agreement for Crude Oil and Natural Gas Prospecting and Exploration in the Vranino 1-11 Block with the Ministry of Economy and Energy of Bulgaria (the “License Agreement”). The initial term of the License Agreement is five years. This five-year period will commence once the Bulgarian regulatory authorities approve of PPEC’s work programs for the permit area. The License Agreement (or applicable legislation) provides for possible extension periods for up to five additional years during the exploration phase, as well as the conversion of the License Agreement to an exploitation concession, which can last up to 35 years.

PPEC submitted its overall work program and first year annual work program for review and approval on or about April 30, 2014. On August 26, 2014, the Ministry of Environment and Water approved PPEC’s overall work program and first year annual work program. A number of parties appealed the decision of the Ministry of Environment and Water. An appeals proceeding has been commenced before an administrative judge panel. An initial hearing was scheduled in February and then again in May 2015, but the panel postponed both hearings on procedural grounds. The next hearing is scheduled for October 26, 2015. PPEC is participating in that proceeding as an interested party. The initial term of the License Agreement will not begin until (i) the appeals proceeding has been completed and the decision upheld, and (ii) the Ministry of Economy and Energy has approved PPEC’s overall work program and first year annual work program.

PPEC’s principal executive offices are located at 2200 Ross Avenue, Suite 4500E, Dallas, TX 75201, and its telephone number is (214) 220-4340.

Park Place Energy Inc.

2200 Ross Avenue, Suite 4500E

Dallas, TX 75201

Telephone: (214) 220-4340

Park Place Energy Inc., or “Hold Co.,” is a newly formed Delaware corporation that is a wholly owned subsidiary of PPEC. PPEC formed Hold Co. for the purpose of participating in the Reincorporation. Prior to the Reincorporation, Hold Co. will have no assets or operations other than PPEC Merger Corp., as described below, and those assets that are incident to its formation. We intend to continue use of the name “Park Place Energy Inc.” for the holding company after the completion of the Reincorporation.

PPEC Merger Corp.

2200 Ross Avenue, Suite 4500E

Dallas, TX 75201

Telephone: (214) 220-4340

PPEC Merger Corp., or “Merger Sub,” is a newly formed Nevada corporation that is wholly owned by Hold Co. PPEC caused Merger Sub to be formed for the purpose of participating in the Reincorporation. Prior to the Reincorporation, Merger Sub will have no assets or operations other than those assets that are incident to its formation.

The Reincorporation (Page 14)

This proxy statement/prospectus relates to the proposed Reincorporation of PPEC pursuant to a merger agreement, under which PPEC will merge with and into Merger Sub, and PPEC will survive as a wholly owned subsidiary of Hold Co. Upon completion of the Reincorporation, Hold Co. will be the publicly held corporation through which you hold your shares, and PPEC will become a wholly owned subsidiary of Hold Co. The merger agreement is included in this proxy statement/prospectus as Annex A.

Required Vote (Page 28)

Under Nevada law and as a condition to completion of the Reincorporation, stockholders holding at least a majority of the shares of the common stock outstanding and entitled to vote at the close of business on the record date must vote “FOR” the Reincorporation Proposal. The Incentive Plan Proposal and the proposal to adjourn the special meeting for the purpose of soliciting additional proxies, if necessary, require that the number of votes cast in favor of the proposal exceeds the number of votes in opposition to it. See “The Special Meeting—Required Vote” on page 22. At the close of business on the record date, there were 45,731,482 shares of PPEC common stock issued and outstanding. As of the record date, the directors and current executive officers owned, in the aggregate, 1,300,000 shares of common stock entitled to vote at the special meeting, which represents approximately 2.84% of PPEC’s outstanding shares.

Treatment of common stock in the Reincorporation (Page 15)

As a result of the Reincorporation, each issued and outstanding share of PPEC common stock (other than shares held by stockholders that properly exercise dissenters’ rights) will be converted automatically into one share of common stock of Hold Co. Stockholders that properly exercise their dissenters’ rights will not receive shares of Hold Co., but will instead be entitled to obtain payment of the fair value of his or her shares according to the procedures set forth in Sections 92A.300 to 92A.500 of the Nevada Revised Statutes.

The Incentive Plan Proposal: Treatment of PPEC Options, Restricted Stock Units and Warrants in the Reincorporation (Page 21)

If the Incentive Plan proposal is approved, then at the time of the Reincorporation, Hold Co. will assume PPEC’s 2013 Long-Term Equity Incentive Plan and PPEC’s 2011 Stock Option Plan, which we collectively refer to as the “Incentive Plans.” Hold Co. will also assume all options to purchase PPEC common stock and all restricted stock unit awards that are outstanding under the Incentive Plans at the time of the merger. Upon completion of the Reincorporation, the reserve of PPEC common stock under the Incentive Plans will automatically be converted on a one-share-for-one-share basis into shares of Hold Co. common stock, and the terms and conditions that are in effect immediately prior to the Reincorporation under each outstanding equity award assumed by Hold Co. will continue in full force and effect after the Reincorporation, except that the shares of common stock issuable under each such award will be shares of Hold Co. common stock.

If the Incentive Plan Proposal is approved, then at the time of the Reincorporation, Hold Co. will also assume all outstanding warrants to purchase PPEC common stock. The terms and conditions of the warrants that are in effect immediately prior to the Reincorporation will continue in full force and effect after the Reincorporation, except that the shares of common stock issuable under each such warrant will be shares of Hold Co. common stock.

If the Reincorporation is completed, then Hold Co. will be the publicly traded corporation and accordingly, we believe that the outstanding obligations to issue additional stock pursuant to options, restricted stock units and warrants should be assumed by Hold Co. We do not intend to complete the Reincorporation if the Incentive Plan Proposal is not approved.

Reasons for the Reincorporation (Page 14)

In the judgment of the PPEC Board, the creation of a holding company structure will provide us with additional flexibility as we pursue our goal of growth through acquisitions. The holding company structure will permit us to keep the assets we acquire in separate subsidiaries of Hold Co., and thus structurally separate from the assets of PPEC, which will, after the Reincorporation, be held and operated by PPEC as a wholly owned subsidiary of Hold Co. This may permit us to keep the assets and liabilities acquired in the future by Hold Co. separate from the assets and liabilities currently held by PPEC for various corporate purposes, but not for federal income tax purposes. Consequently, new assets acquired by Hold Co. should be separate from liabilities of PPEC after the Reincorporation, and this should permit Hold Co. to acquire new assets outside of the reach of creditors of PPEC. Furthermore, this holding company structure will enhance our ability to optimize tax planning.

The PPEC Board also believes that it is highly desirable to be incorporated in Delaware to effect the PPEC Board’s business strategy, which includes acquiring and developing oil and gas properties in order to create stockholder value. Delaware has followed a policy of encouraging corporations to incorporate in that state, and has developed a legal and judicial system that supports that goal. The Delaware legislature plays a leading role in adopting comprehensive, modern and flexible statutes to meet the changing circumstances faced by corporations and their boards of directors. Delaware has a more extensive and well-defined body of corporate law interpreting these statutes than exists in states such as Nevada. The Delaware courts have developed a specialized business court system that has considerable expertise in interpreting the Delaware General Corporation Law, and in promptly adjudicating legal disputes relating to corporations. The more extensive body of law and greater judicial responsiveness to disputes provides boards of directors with greater certainty in connection with operational and strategic planning.

Conditions to Completion of the Reincorporation (Page 16)

The completion of the Reincorporation depends on the satisfaction or waiver by the parties to the Reincorporation of the following conditions:

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the registration statement on Form S-4 filed with the SEC by Hold Co. in connection with the issuance of shares of Hold Co. common stock in the merger shall have become effective under the Securities Act, and shall not be the subject of any stop order or proceedings seeking a stop order;

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approval of the merger agreement by the affirmative vote of at least a majority of all issued and outstanding shares of PPEC common stock as of the record date;

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approval of the Incentive Plan Proposal by PPEC’s stockholders, which approval requires that the number of votes cast in favor of such proposal exceeds the number of votes cast in opposition to it;

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absence of any order or proceeding that would prohibit or make illegal the completion of the Reincorporation;

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receipt of all material approvals, licenses and certifications from, and notifications and filings to, governmental entities and non-governmental third parties required to be made or obtained in connection with the Reincorporation;

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admission of Hold Co. to the OTCQB tier of the OTC Markets and eligibility of Hold Co. common stock issuable in the Reincorporation for quotation on the OTCQB tier of the OTC Markets, subject only to official notice of issuance; and

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absence of the notice of exercise of dissenters’ rights that have not been waived or lost by the holders of more than 2.5% of PPEC’s common stock.

The conditions in the last two bullets above may be waived in the discretion of the PPEC Board.

Termination of Merger Agreement (Page 17)

We may terminate the merger agreement at any time prior to consummation of the Reincorporation, even after approval of the Reincorporation Proposal by our stockholders, if the PPEC Board determines that, for any reason, the completion of the Reincorporation would be inadvisable or not in the best interest of PPEC or our stockholders.

Material U.S. Federal Income Tax Consequences (Page 43)

The Reincorporation will be a tax-free “reorganization” within the meaning of Section 368(a) of the Code. PPEC stockholders who do not exercise their dissenters’ rights will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Hold Co. common stock in exchange for shares of PPEC common stock. However, the tax consequences to you will depend on your own situation. You are urged to consult your own tax advisors concerning the specific tax consequences of the merger to you, including any state, local or foreign tax consequences of the Reincorporation.

Because PPEC stockholders are entitled to assert dissenters’ rights under Sections 92A.300 to 92A.500 of the Nevada Revised Statutes with respect to the Reincorporation, the Reincorporation may result in a shift in PPEC’s total current share ownership. As the number of stockholders electing to exercise dissenters’ rights increases, the amount of that shift will increase. However, it is a condition to completion of the Reorganization that dissenters’ rights have not been properly exercised and not waived or lost with respect to more than 2.5% of the outstanding shares of PPEC common stock.

Dissenters’ Rights (Page 18)

Under Nevada law, PPEC’s stockholders have dissenters’ rights in connection with the Reincorporation. Shares of PPEC common stock held by stockholders that properly exercise dissenters’ rights will not be converted into shares of Hold Co. common stock in the merger. Instead, such dissenting stockholders will be entitled to receive payment of the fair value of such shares in accordance with Sections 92A.300 – 92A.500 of the Nevada Revised Statutes, unless they fail to perfect, withdraw or otherwise lose the right to dissent.

Trading of Hold Co. Common Stock (Page 19)

Hold Co. common stock is not currently traded on any stock exchange or quoted on any market. Following the Reincorporation, we expect Hold Co. common stock to be quoted on the OTCQB under the trading symbol “PKPL”. On July 16, 2015, the closing price per share of PPEC common stock was $0.14.

Governance of Hold Co. Following the Reincorporation (Page 20)

The merger agreement provides that the composition of the Hold Co. Board immediately after completion of the Reincorporation will be the same as the composition of the PPEC Board on the date of this proxy statement/prospectus. The merger agreement also provides that upon completion of the Reincorporation, the executive officers of Hold Co. will be the same as the executive officers of PPEC on the date of this proxy statement/prospectus.

Comparison of Stockholder Rights Before and After the Reincorporation (Page 35)

Upon completion of the Reincorporation, the rights of PPEC stockholders will be governed by the Certificate of Incorporation of Hold Co., which we refer to as the “Hold Co. Charter,” the Amended and Restated Bylaws of Hold Co., which we refer to as the “Hold Co. Bylaws,” and applicable Delaware law. While there will be substantial similarities between their rights and their rights as PPEC stockholders prior to the Reincorporation, various differences are noted in “Comparison of Stockholder Rights Before and After the Reincorporation,” on page 35 below.

CERTAIN FINANCIAL INFORMATION

Separate financial statements for Hold Co. have not been provided in this proxy statement/prospectus because prior to the Reincorporation, Hold Co. will have no assets, liabilities or operations other than incident to its formation. Immediately after completion of the Reincorporation, the consolidated financial statements of Hold Co. will be the same as PPEC’s consolidated financial statements immediately prior to the Reincorporation, except for differences resulting from any exercise of dissenters’ rights by stockholders of PPEC in connection with the Reincorporation and inconsequential differences resulting from the differences in the authorized capitalization of PPEC and Hold Co., as discussed under “Comparison of Stockholder Rights Before and After the Reincorporation,” on page 35 below.

In considering whether to vote in favor of the proposals, you should consider all of the information we have included in this proxy statement/prospectus, including its Annexes, and all of the information included in the documents we have incorporated by reference, including PPEC’s Annual Report on Form 10-K for the year ended December 31, 2014, and the risk factors described in the documents incorporated by reference. In addition, you should also pay particular attention to the risks described below.

We believe our reincorporation and organization into a holding company structure will provide us with benefits in the future, as described under “The Reincorporation Proposal—Reasons for the Reincorporation” at page 14. These expected benefits may not be obtained if Hold Co. fails to complete acquisitions or if market conditions or other circumstances prevent us from taking advantage of the strategic, business and financing flexibility that it affords us. In addition, the holding company structure may not keep the assets and liabilities of PPEC and any new assets we acquire legally separate. As a result, we may incur the costs of implementing the Reincorporation Proposal without realizing the possible benefits. These costs include the increased administrative costs and expenses associated with keeping separate records, and in some cases making separate regulatory filings for Hold Co. and PPEC.

As a holding company, Hold Co. will depend in large part on funding from its operating subsidiaries.

After the completion of the Reincorporation, Hold Co. will be a holding company with no business operations of its own. Until it has either formed or acquired other companies, its only significant asset will be the outstanding shares of PPEC. As a result, it will rely on funding from PPEC to meet its obligations. If PPEC needs to retain its funds to meet its financial obligations, that may limit Hold Co.’s access to funds and Hold Co.’s ability to pursue its acquisition strategy or other strategic objectives.

As a stockholder of a Delaware corporation, your rights after the Reincorporation will be different from, and may be less favorable than, your current rights as a stockholder of a Nevada corporation.

Upon completion of the Reincorporation, the rights of PPEC stockholders will be governed by the Hold Co. Charter, the Hold Co. Bylaws and applicable Delaware law. While there will be substantial similarities between their rights after the Reincorporation and their rights as PPEC stockholders prior to the Reincorporation, various differences are noted in “Comparison of Stockholder Rights Before and After the Reincorporation,” at page 28. Some of these differences may be less favorable to stockholders.

These include a new forum selection provision in the Hold Co. Charter, which provides that unless Hold Co. consents to the selection of an alternative forum, the appropriate state court of the State of Delaware shall be the sole and exclusive forum for stockholder derivative actions or proceedings, claims asserting breaches of fiduciary duties by Hold Co.’s directors and officers, claims against Hold Co. or its directors or officers under the Hold Co. Charter, the Hold Co. Bylaws and applicable Delaware law, or actions against Hold Co. or its directors or officers under the internal affairs doctrine.

The Reincorporation is subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all. If we fail to complete the Reincorporation, we cannot obtain the expected benefits of the Reincorporation and we may suffer administrative losses based on our efforts to seek the Reincorporation.

The Reincorporation is subject to a number of conditions to completion. These include stockholder approval of the Reincorporation, acceptance of Hold Co. stock for OTCQB tier quotation on the OTC Markets, the absence of an administrative stop order or judicial order or proceeding in respect of the Reincorporation, and the

absence of exercise of dissenters’ rights with respect to more than 2.5% of PPEC’s outstanding shares of common stock. Please see “The Reincorporation Proposal—Conditions to Completion of the Reincorporation,” at page 16, for a more detailed discussion. We cannot predict whether and when these other conditions will be satisfied. Any failure to complete or delay in completing the Reincorporation could cost PPEC additional time, effort and attention, as well as cause us not to realize some or all of the expected benefits that we expect as a result of completing the Reincorporation successfully within its expected time frame.

If stockholders exercise dissenters’ rights in connection with the Reincorporation, paying dissenting stockholders for their shares may force PPEC to spend a material amount of its available cash to pay the fair value of such stockholders’ stock or in settlement of such dissenters’ rights claims.

Under Nevada law, our stockholders may exercise dissenters’ rights in connection with the Reincorporation. Please see “Dissenters’ Rights,” beginning at page 18, for a more detailed discussion. Upon the proper exercise of dissenters’ rights, PPEC must deliver the amount it determines to be the fair value of such shares, plus accrued interest, along with financial statements. It is a condition to completion of the Reorganization that dissenters’ rights have not been properly exercised and not waived or lost with respect to more than 2.5% of the outstanding shares of PPEC common stock. However, if this condition is waived, or if dissenters’ rights are exercised with respect to a lesser percentage of the outstanding shares that is nonetheless significant, the Hold Co. Board would have less flexibility to issue shares of common stock after the Reincorporation, which could have a negative impact on its ability to pursue acquisitions of other assets.

Separately, in connection with the exercise of dissenters’ rights in respect of a significant number of PPEC shares or if dissenting stockholders disagree with PPEC’s calculation of the fair value of their shares, the costs of the Reincorporation may materially increase and we may be forced to spend a material amount of our available cash in settlement of such dissenters’ rights claims.

This section of the proxy statement/prospectus describes the Reincorporation Proposal. Although we believe that the description in this section covers the material terms of the Reincorporation Proposal, this section may not contain all of the information that is important to you. The summary of the material provisions of the merger agreement provided below is qualified in its entirety by reference to the merger agreement, which we have attached as Annex A to this proxy statement/prospectus and which we incorporate by reference into this proxy statement/prospectus. You should carefully read the entire proxy statement/prospectus and the merger agreement for a more complete understanding of the Reincorporation Proposal. Your approval of the Reincorporation Proposal will constitute your approval of the merger agreement, the merger, Hold Co. Charter, which we have attached as Annex B to this proxy statement/prospectus, and the Hold Co. Bylaws, which we have attached as Annex C to this proxy statement/prospectus.

Beginning with a meeting of the current PPEC Board in November of 2013, the PPEC Board has discussed a corporate restructuring. The PPEC Board ultimately determined that reincorporating from Nevada to Delaware through the formation of a Delaware holding company was the best alternative. In the judgment of the PPEC Board, it is highly desirable to be incorporated in Delaware to effect its acquisition strategy and create stockholder value. The PPEC Board has balanced the costs of the Reincorporation (primarily costs of legal counsel) and the benefits, particularly given the business strategy and focus of the PPEC Board and management team. That strategy includes acquiring and developing oil and gas properties in Bulgaria and other countries, with a particular focus on Eastern Europe and countries adjacent thereto.

The PPEC Board believes that the creation of a holding company structure will provide us with additional flexibility as we pursue our goal of growth through acquisitions. The holding company structure will permit us to keep the businesses we acquire as separate subsidiaries of Hold Co., and thus structurally separate from the assets of PPEC, which will, after the Reincorporation, be a wholly owned subsidiary of Hold Co. This may permit us to keep the assets and liabilities acquired in the future by Hold Co. separate from the assets and liabilities currently held by PPEC for various corporate purposes, but not for federal income tax purposes. Consequently, new assets acquired by Hold Co. should be separate from liabilities of PPEC as a wholly owned subsidiary of Hold Co. after the Reincorporation, and this should permit Hold Co. to acquire new assets outside of the reach of creditors of PPEC.

The PPEC Board also believes that more than fifty percent of all publicly-traded companies in the United States are incorporated in Delaware, including sixty percent of companies that constitute the Fortune 500. Delaware has followed a policy of encouraging corporations to incorporate in that state, and has developed a legal and judicial system that supports that goal. The Delaware legislature plays a leading role in adopting comprehensive, modern and flexible statutes to meet the changing circumstances faced by corporations and their boards of directors. Delaware has a more extensive and well-defined body of corporate law interpreting these statutes than exists in states such as Nevada. The Delaware courts have developed a specialized business court system that has considerable expertise in interpreting the Delaware General Corporation Law, or “DGCL,” and in promptly adjudicating legal disputes relating to corporations. The more extensive body of law and greater judicial responsiveness to disputes provides boards of directors with greater certainty in connection with operational and strategic planning.

After careful consideration, the PPEC Board concluded that the Reincorporation is advisable and in the best interests of PPEC and its stockholders and unanimously approved the merger agreement. The PPEC Board unanimously recommends a vote “FOR” the approval of the Reincorporation Proposal.

PPEC currently owns all of the issued and outstanding common stock of Hold Co. and Hold Co. currently owns all of the issued and outstanding common stock of Merger Sub. Following the approval of the Reincorporation Proposal by PPEC stockholders and the satisfaction or waiver of the other conditions to the Reincorporation specified in the merger agreement (which are described below), PPEC will merge with and into Merger Sub, with PPEC continuing as the surviving corporation, and the separate corporate existence of the Merger Sub will cease. As a result of the merger:

We intend to continue use of the name “Park Place Energy Inc.” for the holding company after the completion of the Reincorporation.

Each outstanding share of PPEC common stock (other than shares held by stockholders that properly exercise dissenters’ rights) will automatically be converted into one share of Hold Co. common stock. Therefore, after the completion of the Reincorporation, you will own the same number of shares of Hold Co. common stock as you own of PPEC common stock immediately prior to the Reincorporation. Because stockholders may exercise dissenters’ rights, the number of shares of Hold Co. common stock outstanding may be lower than the number of shares of PPEC common stock outstanding, and as a result, you may own a slightly higher percentage of Hold Co. common stock than you own of PPEC common stock immediately prior to the Reincorporation. A stockholder that properly exercises dissenters’ rights will be entitled to obtain payment of the fair value of his or her shares according to Nevada Revised Statutes 92A.300 to 92A.500.

Treatment of PPEC Incentive Plans and Outstanding Awards in the Reincorporation

Pursuant to the terms of the merger agreement and subject to the approval of the Incentive Plan Proposal, PPEC will assign to Hold Co., and Hold Co. will assume and agree to perform, all obligations of PPEC pursuant to the (a) 2013 Long-Term Incentive Plan, which is referred to as the “2013 Plan,” and each outstanding award granted thereunder, and (b) the 2011 Stock Option Plan, which is referred to as the “2011 Plan” (and which was replaced by the 2013 Plan), and each outstanding award granted thereunder. Accordingly, if the Incentive Plan Proposal is approved, Hold Co. will assume (i) all unexercised and unexpired options to purchase PPEC common stock and all restricted stock unit awards covering shares of PPEC common stock that are outstanding under the 2013 Plan at the time of the Reincorporation and the remaining unallocated reserve of PPEC common stock issuable under the 2013 Plan, and (ii) all unexercised and unexpired options to purchase PPEC common stock that are outstanding under the 2011 Plan at the time of the Reincorporation. As of July 1, 2015, there are (i) 1,050,000 unexercised and unexpired options to purchase PPEC common stock outstanding under the 2011 Plan, and (ii) 1,200,000 unexercised and unexpired options to purchase PPEC common stock and 1,558,147 unvested restricted stock units outstanding under the 2013 Plan. In addition, the maximum number of shares that may be delivered under the 2013 Plan is an amount equal to 10% of the total number of shares of PPEC common stock issued and outstanding as determined on the date of grant of an award under the 2013 Plan, which as of July 1, 2015 amounts to 4,573,148 shares that may be delivered under the 2013 Plan. Therefore, as of July 1, 2015, since there are awards for 2,758,147 shares outstanding under the 2013 Plan, there are 1,815,001 shares

reserved for issuance pursuant to future awards under the 2013 Plan. Upon completion of the Reincorporation, the reserve of PPEC common stock under the 2013 Plan, whether allocated to outstanding equity awards under the 2013 Plan or unallocated at that time, and the outstanding awards under the 2011 Plan, will automatically be converted on a one-share-for-one-share basis into shares of Hold Co. common stock, and the terms and conditions that are in effect immediately prior to the Reincorporation under each outstanding equity award assumed by Hold Co. will continue in full force and effect after the Reincorporation, including (without limitation) the vesting schedule and applicable issuance dates, the per share exercise price, the expiration date and other applicable termination provisions, except that the shares of common stock issuable under each such award will be shares of Hold Co. common stock.

Subject to approval of the Incentive Plan Proposal by the holders of PPEC common stock, immediately following the merger Hold Co. will assume (i) the 2013 Plan (including the existing share reserves under the 2013 Plan), which was previously approved by PPEC stockholders, and all the outstanding awards under the 2013 Plan and all future issuances of shares of Hold Co. common stock in lieu of shares of PPEC common stock under the 2013 Plan, and (ii) the 2011 Plan (including the existing share reserves under the 2011 Plan), and all the outstanding awards under the 2011 Plan, as each will be amended in connection with the Reincorporation without further stockholder action.

As of the date of this proxy statement/prospectus, PPEC has outstanding warrants to purchase 11,000,000 shares of PPEC common stock. Pursuant to the terms of the warrants, subject to approval of the Incentive Plan Proposal, upon completion of the Reincorporation, each warrant will become exercisable for the same number of shares of Hold Co. common stock as the warrant holder would have been entitled to receive in the Reincorporation had the warrant holder exercised the warrant immediately prior to the Reincorporation. Subject to approval of the Incentive Plan Proposal by the holders of PPEC common stock, immediately following the merger the warrants will become exercisable for an aggregate of 11,000,000 shares of Hold Co. common stock, and will be subject to the same exercise price and other terms and conditions as applied immediately prior to the Reincorporation.

The name of the public company following the Reincorporation will be “Park Place Energy Inc.”

In the Reincorporation, shares of PPEC common stock (other than shares held by stockholders that properly exercise dissenters’ rights as described below) will be converted automatically into shares of Hold Co. common stock. Your certificates of PPEC common stock, if any, will represent, after the Reincorporation, an equal number of shares of Hold Co. common stock, and no action with regard to stock certificates will be required on your part. If your shares are held in book-entry form (i.e., uncertificated), a book entry will be made in the stockholder records of Hold Co. to evidence the issuance to you of the number of shares of Hold Co. common stock into which your shares of PPEC common stock have been converted.

We will complete the Reincorporation only if each of the following conditions is satisfied or waived by the parties to the Reincorporation:

The conditions in the last two bullets above may be waived in the discretion of the PPEC Board.

The Reincorporation will become effective on the date we file the Articles of Merger with the Secretary of State of the State of Nevada and a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, or a later date that we specify in these instruments.

The merger agreement may be terminated at any time prior to the completion of the Reincorporation (even after approval by our stockholders) by action of the PPEC Board if it determines that, for any reason, the completion of the transactions provided for therein would be inadvisable or not in the best interest of PPEC or our stockholders.

The merger agreement may be supplemented, amended or modified at any time prior to the completion of the Reincorporation (even after approval by our stockholders), by the mutual consent of the parties thereto. However, after the merger agreement has been approved by our stockholders, there may not be any amendment that adversely affects the rights of our stockholders without our stockholders’ further approval.

For accounting purposes, the Reincorporation will be treated as a merger of entities under common control. Accordingly, the financial position and results of operations of PPEC will be included in the consolidated financial statements of Hold Co. on the same basis as currently presented, except for differences resulting from any exercise of dissenters’ rights by stockholders of PPEC in connection with the Reincorporation and inconsequential differences resulting from the differences in the authorized capitalization of PPEC and Hold Co., as discussed under “Comparison of Stockholder Rights Before and After the Reincorporation” at page 35.

PPEC’s Articles of Incorporation, which we refer to as the “PPEC Articles,” authorize the issuance of 250,000,000 shares of common stock, par value $0.00001 per share. Hold Co.’s Charter, which will govern the

rights of our stockholders after the Reincorporation, authorizes the issuance of 250,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. Upon completion of the Reincorporation:

On , 2015, the record date for the Special Meeting, directors, executive officers and their affiliates beneficially owned approximately 2.84% of the issued and outstanding shares of PPEC common stock.

The Reincorporation is conditioned on, among other things: (i) the SEC declaring effective the registration statement, of which this proxy statement/prospectus forms a part, and (ii) the admission of Hold Co. to the OTCQB and the eligibility of Hold Co. common stock issuable in the Reincorporation for quotation on the OTCQB. No other material federal or state regulatory requirements must be complied with or material governmental approvals obtained in connection with the Reincorporation.

Holders of shares of PPEC common stock who do not vote in favor of the Reincorporation Proposal, who hold their shares through the effective time of the merger and who follow the procedures set forth in Sections 92A.300 to 92A.500 inclusive, of the Nevada Revised Statutes, which we refer to as the “Dissenters’ Rights Provisions,” will be entitled to dissent from the merger and demand payment of the fair value of their shares. The “fair value” of the shares as used in the Dissenters’ Rights Provisions is the value of the shares immediately before the effectuation of the proposed merger, excluding appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable, using customary and current valuation concepts and techniques generally employed for similar businesses in the context of a merger, and without discounting for lack of marketability or minority status.

If you elect to dissent, you must deliver to PPEC a written notice of dissent stating that you intend to demand payment for your shares if the merger is consummated, and must refrain from voting on the

Reincorporation Proposal. This notice must be delivered to PPEC before the vote on the Reincorporation Proposal at the special meeting. If you fail to comply with these requirements, you will not be entitled to dissenters’ rights.

Within 10 days after the effective time of the merger, PPEC will give written notice of the effective date of the merger by certified mail to each PPEC stockholder who properly delivered a written notice of dissent. PPEC’s notice will also state where demand for payment must be sent and where and when share certificates must be deposited, among other information. Within the time period set forth in the notice, which may not be less than 30 days nor more than 60 days following the date notice is delivered, the dissenting stockholder must make a written demand on PPEC for payment of the fair value of his or her shares and deposit his or her share certificates in accordance with the notice.

Within 30 days after the receipt of the dissenters’ demand for payment, PPEC will pay each dissenter who complied with the required procedures the amount it estimates to be the fair value of the dissenters’ shares, plus accrued interest. Additionally, the payment must be accompanied by a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders equity for that year and the latest available interim financial statements, if any, a statement as to how fair value was calculated, a statement as to how interest was calculated, and a statement of the dissenters’ right to demand payment of fair value under Nevada law.

Following receipt of payment for the shares, a dissenting stockholder, within 30 days, may send PPEC notice containing such stockholder’s own estimate of fair value and accrued interest, and demand payment for that amount less the amount received pursuant to PPEC’s payment of fair value to such stockholder. This right is waived if the stockholder does not make written demand within 30 days of receiving PPEC’s payment or offer of payment for the stockholders’ shares and the stockholder will only be entitled to the payment made or offered.

If a demand for payment remains unsettled, PPEC will petition the court to determine fair value and accrued interest. If PPEC fails to commence an action within 60 days following the receipt of the stockholder’s demand, PPEC will pay to the stockholder the amount demanded by the stockholder in the stockholder’s notice containing the stockholder’s estimate of fair value and accrued interest.

All dissenting holders, whether residents of Nevada or not, must be made parties to the action and the court will render judgment for the fair value of their shares. Each party must be served with the petition. The judgment shall include payment for the amount, if any, by which the court finds the fair value of such shares, plus interest, exceeds the amount already paid. The costs and expenses of bringing the action will be determined by the court. If the court finds that the demand of any dissenting stockholder for payment was arbitrary, vexatious or otherwise not in good faith, the court may assess costs, including reasonable fees of counsel and experts, against such stockholder. In addition, reasonable fees and expenses of counsel and experts may be assessed against PPEC if the court finds that it did not substantially comply with the requirements of the Dissenters’ Rights Provisions or that it acted arbitrarily, vexatiously, or not in good faith with respect to the rights granted to dissenters under Nevada law.

The foregoing discussion is not a complete statement of the law pertaining to dissenters’ rights under the Dissenters’ Rights Provisions and is qualified in its entirety by the full text of the Dissenters’ Rights Provisions, which is attached to this proxy statement/prospectus as Annex D. You are encouraged to read Annex D carefully. All references in the Dissenters’ Rights Provisions and in this summary to a “stockholder” are to the record holder of the shares of PPEC common stock as to which dissenters’ rights are asserted. A person having a beneficial interest in shares of PPEC common stock held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized above properly and in a timely manner to perfect dissenters’ rights.

Hold Co. common stock is not currently traded on any stock exchange or quoted on any market. The completion of the Reincorporation is conditioned on Hold Co. having been admitted to the OTCQB and the

shares of Hold Co. common stock issuable in the Reincorporation being eligible for quotation on the OTCQB. Following the Reincorporation, we expect Hold Co. common stock to be quoted on the OTCQB under the trading symbol “PKPL”. Following the Reincorporation, we expect that Hold Co.’s CUSIP number will be the same as PPEC’s CUSIP number.

American Registrar & Transfer Co., our transfer agent and registrar, will act as transfer agent and registrar for Hold Co.

Termination of Quotation on the OTCQB and De-registration of PPEC Common Stock

Following the Reincorporation, PPEC’s common stock will no longer be quoted on the OTCQB and will no longer be registered under the Exchange Act. In addition, PPEC will cease to be a reporting company under the Exchange Act.

After the Reincorporation, Hold Co. will file periodic reports and other documents with the SEC and provide to its stockholders the same types of information that PPEC currently provides. Stockholders whose common stock is freely tradable before the Reincorporation will have freely tradable shares of Hold Co. common stock. Stockholders holding restricted shares of PPEC common stock will have shares of Hold Co. common stock that are subject to the same restrictions on transfer as those to which their present shares of PPEC common stock are subject, and their stock certificates, if surrendered for replacement certificates representing shares of Hold Co. common stock, will bear a similar restrictive legend as appears on their present stock certificates. For purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act, stockholders will be deemed to have acquired their shares of Hold Co. common stock on the date they acquired their shares of PPEC common stock.

The current members of the Hold Co. Board are Scott C. Larsen and Francis M. Munchinski. The merger agreement provides that, upon completion of the Reincorporation, the Hold Co. Board will be the same as the current members of the PPEC Board, and include the following persons: Scott C. Larsen, David Thompson, Arthur Halleran and Ijaz Khan.

PPEC does not have any committees of the PPEC Board and initially we do not expect to have any committees of the Hold Co. Board.

The merger agreement provides that upon completion of the Reincorporation, the executive officers of Hold Co. will be the same as the executive officers of PPEC on the date of this proxy statement/prospectus, and their consulting agreements with PPEC will be assumed by Hold Co. in connection with the Reincorporation.

The PPEC Board recommends that you vote “FOR” the Reincorporation Proposal.

If the Reincorporation is completed, the Hold Co. will be the publicly traded corporation and, accordingly, we believe that the outstanding obligations to issue additional stock pursuant to options, restricted stock units and warrants should be assumed by Hold Co. We do not intend to complete the Reincorporation if the Incentive Plan Proposal is not approved.

Consequently, in connection with the Reincorporation, holders of PPEC common stock are requested to consider a proposal, which we refer to as the “Incentive Plan Proposal,” to approve the assumption by Hold Co. of (i) PPEC’s 2013 Long-Term Equity Incentive Plan (including the existing share reserves under the plan), which was previously approved by our stockholders, (ii) PPEC’s 2011 Stock Option Plan (including the existing share reserves under the plan), and all the outstanding equity awards under both plans, and (iii) PPEC’s outstanding warrants.

Pursuant to the Incentive Plan Proposal, if approved, at the time of the Reincorporation, Hold Co. will assume PPEC’s 2013 Long-Term Equity Incentive Plan and PPEC’s 2011 Stock Option Plan, which we collectively refer to as the “Incentive Plans.” Hold Co. will also assume all options to purchase PPEC common stock and all restricted stock unit awards that are outstanding under the Incentive Plans at the time of the merger. Upon completion of the Reincorporation, the reserve of PPEC common stock under the Incentive Plans will automatically be converted on a one-share-for-one-share basis into shares of Hold Co. common stock, and the terms and conditions that are in effect immediately prior to the Reincorporation under each outstanding equity award assumed by Hold Co. will continue in full force and effect after the Reincorporation, except that the shares of common stock issuable under each such award will be shares of Hold Co. common stock.

Also pursuant to the Incentive Plan Proposal, if approved, at the time of the Reincorporation, Hold Co. will assume all outstanding warrants to purchase PPEC common stock. The terms and conditions of the warrants that are in effect immediately prior to the Reincorporation will continue in full force and effect after the Reincorporation, except that the shares of common stock issuable under each such warrant will be shares of Hold Co. common stock.

After careful consideration, the PPEC Board concluded that the Incentive Plan Proposal is advisable and in the best interests of PPEC and its stockholders and unanimously approved the merger agreement. The PPEC Board unanimously recommends a vote “FOR” the approval of the Incentive Plan Proposal.

On November 21, 2011, PPEC adopted its 2011 Stock Option Plan (the “2011 Plan”), which allowed for the issuance of options to purchase up to 2,000,000 shares of common stock. A copy of the full text of the 2011 Plan is included with PPEC’s Form 8-K filed on November 25, 2011.

The PPEC Board adopted the Park Place Energy Corp. 2013 Long-Term Incentive Equity Plan (the “2013 Plan”) effective as of October 1, 2013. PPEC’s stockholders approved the 2013 Plan on October 29, 2013, and a copy of the full text of the 2013 Plan is included with PPEC’s Schedule 14A filed on September 27, 2013. The 2013 Plan permits grants of stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. In connection with the adoption of the 2013 Plan, PPEC retired the 2011 Plan except for 1,050,000 outstanding nonqualified stock option grants, which remain subject to the terms of the 2011 Plan.

A summary of the material features of the Incentive Plans is provided below, but is qualified in its entirety by reference to the full text of the Incentive Plans.

Purposes of the Incentive Plans. The PPEC Board approved the Incentive Plans to enhance PPEC’s ability to attract, motivate, reward, and retain the services of key executives, employees, contractors, and outside directors. Further, the Incentive Plans are intended to increase the interest of our key executives, employees, contractors and outside directors in PPEC’s welfare by giving such individuals a direct stake in PPEC’s success.

Eligibility of Participation. No further awards may be issued under the 2011 Plan. For the 2013 Plan, any employee (including an employee who is also a director or an officer), contractor or outside director of PPEC whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of PPEC is eligible to participate in the 2013 Plan, except that only employees are eligible to receive incentive stock options.

Shares Subject to the Incentive Plans. A total of 1,050,000 nonqualified stock options remain outstanding under the 2011 Plan. No further awards may be issued under the 2011 Plan. Subject to certain adjustments, the maximum number of shares of common stock that may be delivered under the 2013 Plan is ten percent (10%) of PPEC’s authorized and outstanding shares of common stock as determined on the applicable date of grant of an award under the 2013 Plan. The PPEC Board may amend the 2013 Plan at its discretion to provide for a fixed number of shares available under the 2013 Plan so long as such fixed number of shares does not exceed the maximum number of shares that are reserved and available under the 2013 Plan on the date of such amendment. If an award granted under the 2013 Plan expires or terminates without exercise, the shares no longer subject to that award will again become available for issuance under the 2013 Plan.

Awards granted under the 2013 Plan are evidenced by award agreements that state the terms and conditions of the awards and must otherwise be consistent with the provisions of the 2013 Plan.

Administration. The Incentive Plans are administered by the PPEC Board or a committee of the PPEC Board designated to administer the Incentive Plans (either the PPEC Board or designated committee referred to hereafter as the “Plan Committee”). The Plan Committee will (i) determine the directors, employees, contractors or other eligible persons who will receive an award and the form and other terms of any such award, the number of shares subject to the grant, option price and award period, consistent with the terms of the respective Incentive Plan, (ii) interpret the Incentive Plans and related award agreements, (iii) prescribe, amend, and rescind any rules and regulations, as necessary or appropriate for the administration of the Incentive Plans, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Incentive Plans. After the Reorganization, the Incentive Plans will be administered by the Hold Co. Board or a committee of the Hold Co. Board designated to administer the Incentive Plans.

Vesting. All of the outstanding awards under the 2011 Plan have vested. For the 2013 Plan, the Plan Committee, in its sole discretion, may determine that an award will be immediately vested in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its date of grant, or until the occurrence of one

or more specified events. If the Plan Committee imposes conditions upon vesting, then, except as otherwise provided below, subsequent to the date of grant, the Plan Committee may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested.

Other Limitations. The Plan Committee may not modify or amend outstanding stock options or SARs under either of the Incentive Plans to reduce the exercise price of such awards below the exercise price as of the date of the grant or grant stock options or SARs in exchange for the cancellation or surrender of a stock option or SAR having a higher exercise price.

Withholding Taxes. Upon the exercise of any award granted under the Incentive Plans, the holder may be required to remit to us an amount sufficient to satisfy all federal, state and local withholding tax requirements prior to delivery of any certificate or certificates for shares of common stock.

Term and Amendments. The 2011 Plan became effective on November 21, 2011. In connection with the adoption of the 2013 Plan, PPEC retired the 2011 Plan except for 1,050,000 outstanding nonqualified stock option grants, which remain subject to the terms of the 2011 Plan. The 2013 Plan became effective on October 29, 2013. Unless sooner terminated by action of the PPEC Board, the 2013 Plan will continue to remain effective until such time as no further awards may be granted and all awards granted under the 2013 Plan are no longer outstanding. The PPEC Board may, from time to time and without the consent of the 2013 Plan’s participants, amend, suspend or discontinue the 2013 Plan, except that the PPEC Board may not amend, suspend or discontinue the 2013 Plan without stockholder approval where stockholder approval is required by applicable securities exchange or inter-dealer quotation system or for continued compliance with Section 162(m), 421 and 422 of the Internal Revenue Code (or other applicable law). Unless required by law, no amendment, suspension or discontinuance of the 2013 Plan may adversely affect the rights respecting an award previously granted under the 2013 Plan without the consent of the affected participant.

New Plan Benefits. The awards outstanding under the Incentive Plans at December 31, 2014 are reflected in “Item 11. Executive Compensation” of PPEC’s Annual Report on Form 10-K for the Year Ended December 31, 2014, which is incorporated by reference into this proxy statement. At this time, PPEC cannot definitively determine the benefits or number of shares subject to awards that may be granted in the future to eligible participants under the 2013 Plan because the grant of awards and terms of such awards are to be determined in the sole discretion of the Plan Committee.

The following discussion of the federal income tax consequences of participation in the Incentive Plans is only a summary of the general rules applicable to the grant and exercise of stock options and other awards and does not give specific details or cover, among other things, state, local and foreign tax treatment of participation in the Incentive Plans. The information contained in this section is based on present law and regulations, which are subject to being changed prospectively or retroactively. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Internal Revenue Code (the “Code”) regarding nonqualified deferred compensation. Changes to these laws or assumptions could alter the tax consequences described below.

Incentive Stock Options. No incentive stock options are outstanding, or may be granted, under the 2011 Plan. Under the 2013 Plan, a participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by PPEC at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option, which we refer to as ISO Stock, at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the incentive stock option. If a participant sells the ISO Stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the ISO Stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the ISO Stock for more than one year and otherwise will be short-term. If a participant sells the ISO Stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the ISO Stock for more than one year and otherwise will be short-term.

Nonqualified Stock Options. Under both Incentive Plans, a participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the fair market value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, which we refer to as NQO Stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the NQO stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the NQO stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights. No stock appreciation rights are outstanding, or may be granted, under the 2011 Plan. Under the 2013 Plan, a participant will not have income upon the grant of a SAR but generally will recognize compensation income upon the exercise of an SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock. Under both Incentive Plans, a participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within thirty (30) days of the date of grant. If a timely Section 83(b) election is made, then a participant will have compensation income equal to the fair market value of the Restricted Stock less the purchase price, if any. When the shares of restricted stock are sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the stock on the date of grant. If the participant does not make a Section 83(b) election, then when the shares of restricted stock vest the participant will have compensation income equal to the fair market value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the fair market value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. No other stock-based awards are outstanding, or may be granted, under the 2011 Plan. The tax consequences associated with any other stock-based award granted under the 2013 Plan will vary depending on the specific terms of the award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award and the participant’s holding period and tax basis for the award or underlying common stock.

No Tax Consequences to PPEC. Under both Incentive Plans, there will be no tax consequences to PPEC except that PPEC will be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

On August 30, 2013, in connection with a private placement of shares of PPEC common stock, PPEC sold 11,000,000 warrants. All of the warrants have an exercise price of $0.20 and are exercisable until August 30, 2016.

A copy of the form of the warrant agreement is included as an exhibit to the private placement subscription agreement attached to the Form 8-K filed on September 5, 2013 in connection with that private placement. At the time of the Reincorporation, Hold Co. will also assume all outstanding warrants to purchase PPEC common stock. The terms and conditions of the warrants that are in effect immediately prior to the Reincorporation will continue in full force and effect after the Reincorporation, except that the shares of common stock issuable under each such warrant will be shares of Hold Co. common stock.

The PPEC Board recommends that you vote “FOR” the Incentive Plan Proposal.

If at the special meeting of stockholders the number of shares of PPEC common stock represented and voting in favor of the Reincorporation Proposal or the Incentive Plan Proposal is insufficient to adopt that proposal under Nevada law, we intend to move to adjourn the special meeting in order to enable the PPEC Board to solicit additional proxies in respect of the proposal. In that event, we will ask our stockholders to vote only upon the adjournment proposal, and not the Reincorporation Proposal or the Incentive Plan Proposal.

In this proposal, we are asking you to authorize the holder of any proxy solicited by the PPEC Board to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the special meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the adjournment proposal, we could adjourn any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Reincorporation Proposal to defeat that proposal, we could adjourn the special meeting without a vote on the Reincorporation Proposal or the Incentive Plan Proposal and seek to convince the holders of those shares to change their votes to vote in favor of the Reincorporation Proposal and the Incentive Plan Propsoal.

The proposal to adjourn the special meeting for the purpose of soliciting additional proxies, if necessary, requires that the number of votes cast in favor of the proposal exceeds the number of votes cast in opposition to it. No proxy that is specifically marked “AGAINST” the Reincorporation Proposal or the Incentive Plan Proposal will be voted in favor of the adjournment proposal, unless it is specifically marked “FOR” the adjournment proposal.

This proxy statement is being furnished to PPEC stockholders as part of the solicitation of proxies by the PPEC Board for use at the special meeting to be held at 10:00 a.m., local time, on , 2015, at the Executive Conference Center, located on the 40^th floor at 2200 Ross Avenue, Dallas, TX 75201.

After careful consideration, the PPEC Board concluded that the Reincorporation is advisable and in the best interests of PPEC and our stockholders and unanimously approved the merger agreement. The PPEC Board unanimously recommends a vote “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the adjournment proposal.

Only the holders of record of our common stock as of the close of business on , 2015, are entitled to receive notice of, and to vote at, the special meeting. On the record date, there were 45,731,482 shares of PPEC common stock outstanding, each entitled to one vote per share.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of PPEC common stock on the record date will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. If no quorum exists, either the chairman of the special meeting or the holders of a majority of the common stock present in person or by proxy at the special meeting may adjourn the special meeting to permit the solicitation of additional proxies in favor of the proposals. Any shares of our common stock that we hold in treasury and shares held by any of our subsidiaries are not considered to be outstanding for purposes of determining a quorum. Abstentions and “broker non-votes” will be treated as present for purposes of determining the presence of a quorum. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment or postponement of the special meeting, unless the holder is present solely to object to the special meeting. If a new record date is set for the adjourned special meeting, however, then a new quorum will have to be established.

Each outstanding share of PPEC common stock on the record date entitles the holder to one vote at the special meeting. Completion of the Reincorporation requires approval of the Reincorporation Proposal by the affirmative vote of the holders of a majority of the outstanding shares of PPEC common stock. Approval of the Incentive Plan Proposal and the proposal to adjourn the special meeting for the purpose of soliciting additional proxies, if necessary, requires that the number of votes cast in favor of the proposal exceeds the number of votes cast in opposition to it.

In order for your shares to be included in the vote, you must vote your shares by one of the following means:

If you hold your shares through a broker or other nominee, you will receive separate voting instructions with the proxy statement. Your broker or nominee may provide voting through the Internet or by telephone. Please contact your broker to determine how to vote.

Because the affirmative vote of the holders of a majority of the outstanding shares of PPEC common stock entitled to vote at the special meeting is needed to approve the Reincorporation Proposal, the failure to vote by proxy or in person will have the same effect as a vote against the Reincorporation Proposal. As described below, abstentions and broker non-votes will also have the same effect as a vote against the Reincorporation Proposal. Accordingly, the PPEC Board urges you to vote your shares by one of the methods described above or, if you hold shares through a broker or nominee, to vote in accordance with the instructions provided to you by your broker or nominee.

If your shares are registered directly in your name with our transfer agent, American Registrar & Transfer Co., you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to vote in person at the meeting or direct the proxyholder how to vote your shares on your behalf at the meeting by voting by one of the methods described under “Proxies and Voting Instructions” above.

In addition, a large number of brokers, banks and certain other nominees participate in Broadridge Financial Solutions, Inc.’s online program. This program provides eligible stockholders who receive a paper copy of this proxy statement the opportunity to vote via the Internet or by telephone. If your broker, bank or other nominee

participates in Broadridge’s program, your broker, bank or other nominee will provide instructions. Please check the voting instruction card provided by your broker, bank or other nominee to see which options are available and the procedures to be followed.

Whether you hold shares directly as the stockholder of record or as a beneficial owner through a broker, bank or other nominee, you may direct how your shares are voted without attending the meeting by completing, signing, dating and returning the enclosed proxy card or voting instruction card, or by one of the other methods described above under “Proxies and Voting Instructions”.

All shares represented by properly completed proxies received prior to the special meeting will be voted at the special meeting in the manner specified in the proxies. Properly completed proxies that do not contain voting instructions will be voted “FOR” the Reincorporation Proposal, “FOR” the Incentive Plan Proposal and “FOR” the adjournment proposal, provided that no proxy that is specifically marked “AGAINST” the Reincorporation Proposal or the Incentive Plan Proposal will be voted in favor of the adjournment proposal, unless it is specifically marked “FOR” the adjournment proposal.

If other matters do properly come before the special meeting, or at any adjournment or postponement thereof, we intend that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card. In addition, the grant of a proxy will confer authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the special meeting.

Stockholders should not send stock certificates with their proxy cards. Please see “The Reincorporation Proposal—No Surrender of Stock Certificates Required” on page 16 above, for information regarding the treatment of stock certificates in connection with the Reincorporation.

Shares of PPEC common stock represented at the special meeting but not voting, including shares of PPEC common stock for which proxies have been received but with respect to which stockholders have voted to abstained, will be treated as present at the special meeting for purposes of determining whether a quorum exists, but will effectively count as votes against the Reincorporation Proposal. Shares of PPEC common stock for which proxies have been received but with respect to which stockholders have abstained will not be voted on the adjournment proposal, and will not have any effect on whether that proposal is approved.

Brokers will not have discretionary authority to vote on the Reincorporation Proposal, the Incentive Plan Proposal or the adjournment proposal. If no instructions are given to the broker holding shares for a customer, or if instructions are given to the broker indicating that the broker does not have authority to vote on the Reincorporation Proposal or the Incentive Plan Proposal, then, in either case, a “broker non-vote” will generally occur and the shares will be counted as present for purposes of determining whether a quorum exists, but will not be voted on the Reincorporation Proposal or the Incentive Plan Proposal. However, given that the Reincorporation Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of PPEC common stock, and that the Incentive Plan Proposal requires that the number of votes cast in favor of such proposal exceeds the number of votes in opposition to it, broker non-votes will have the same effect as voting against the Reincorporation Proposal and the Incentive Plan Proposal.

Any broker non-votes with respect to the adjournment proposal will also be counted as present for purposes of determining whether a quorum exists, but will not have any effect on whether that proposal is approved.

Either the chairman of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, may adjourn the meeting. For information relevant to an adjournment for purposes of soliciting additional proxies to approve the Reincorporation Proposal, please see “Proposal to Adjourn the Special Meeting,” above. Any adjournment may be made without notice, other than by an announcement made at the special meeting, unless the adjournment is for more than sixty days or a new record date is fixed for the adjourned meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

At any time prior to convening the special meeting, the PPEC Board may postpone the special meeting for any reason without the approval of PPEC stockholders. If postponed, we will provide notice of the new meeting date at least ten days prior to the new meeting date. Although it is not currently expected, PPEC Board may postpone the special meeting for the purposes of soliciting additional proxies if it concludes that by the meeting date it is reasonably likely that we will not have received sufficient proxies to constitute a quorum or sufficient votes to approve the proposals. Any postponement of the special meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use. If the special meeting is adjourned or postponed and the record date remains unchanged, unrevoked proxies will continue to be effective for purposes of voting on the new meeting date.

You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by:

Written notices of revocation and other communications about revoking your proxy should be addressed to:

If you hold your shares through a broker, bank or other nominee, you should follow the instructions of your broker, bank or nominee regarding revocation of proxies.

As of the record date for the special meeting, our directors and executive officers owned, in the aggregate, approximately 1,300,000 shares of our common stock (excluding shares issuable upon exercise of options and warrants, and the vesting of restricted stock units), or approximately 2.84% of the outstanding shares of our common stock. Our directors and executive officers have informed us that they intend to vote all of their shares of common stock “FOR” the Reincorporation Proposal, “FOR” the Incentive Plan Proposal and “FOR” the adjournment of the special meeting, if necessary, to solicit additional proxies.

PPEC will pay for the costs associated with printing and filing this proxy statement and soliciting proxies for the special meeting. Some of PPEC’s officers may solicit proxies by telephone or in person, although they will not be paid for soliciting proxies.

Please do not send your stock certificate(s) evidencing your shares of PPEC common stock with your proxy. Please see “The Reincorporation Proposal—No Surrender of Stock Certificates Required” above, for information regarding the treatment of stock certificates in the merger.

If you need assistance in completing your proxy card or voting your shares, or have questions regarding the special meeting, please contact PPEC, at the number below, or write to the following address:

The following description of Hold Co.’s capital stock is not complete and may not contain all the information you should consider before voting on the Reincorporation Proposal. This description is summarized from, and qualified in its entirety by reference to, the Hold Co. Charter, and the Hold Co. Bylaws, copies of which are included with this proxy statement/prospectus as Annexes B and C.

Voting Rights. The holders of Hold Co. common stock are entitled to one vote per share on all matters submitted for action by the stockholders.

Dividend Rights. Subject to any preferential rights of any then outstanding preferred stock, all shares of Hold Co. common stock are entitled to share equally in any dividends the Hold Co. Board may declare from legally available sources.

Liquidation Rights. Upon liquidation, dissolution or winding up of Hold Co., after payment in full of the amounts required to be paid to holders of any then outstanding preferred stock, all shares of Hold Co. common stock are entitled to share equally (together with holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) in the assets available for distribution to stockholders after payment or provision for payment of all of Hold Co.’s debts and liabilities.

Other Matters. The holders of Hold Co. common stock do not have preemptive rights. The rights, preferences and privileges of holders of Hold Co. common stock are subject to the terms of any series of preferred stock that may be issued in the future.

The transfer agent and registrar for Hold Co. common stock is American Registrar & Transfer Co.

The decision to pay dividends is made by the Hold Co. Board and is dependent on Hold Co.’s earnings, management’s assessment of future capital needs, and other factors. Immediately after completion of the Reincorporation, Hold Co. will be a holding company that does not operate any business that is separate from those of PPEC and PPEC’s subsidiaries. Hold Co. will therefore be dependent on PPEC, which has never paid a dividend, for any funds from which to pay dividends. Hold Co. does not expect to pay any cash dividends on its common stock in the foreseeable future.

Hold Co.’s authorized capital stock includes 10,000,000 shares of preferred stock. The Hold Co. Board is authorized to divide the preferred stock into series and, with respect to each series, to determine the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, including the voting rights, dividend rights, redemption rights and terms, liquidation preferences, and conversion or exchange rights. The Hold Co. Board could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of common stock and that could have certain anti-takeover effects. Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of any series of preferred stock may be increased (but not above the number of authorized shares) or decreased (but not below the number of shares thereof then outstanding) by resolution adopted by the Hold Co. Board.

Upon completion of the Reincorporation, Hold Co. will not be governed by the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. Hold Co. has opted out of these provisions.

PPEC Board believes that the applicability of Section 203 to Hold Co. might discourage unfair or disadvantageous takeover attempts and encourage a potential acquirer to negotiate with the Hold Co. Board prior to becoming an interested stockholder, which we would generally expect to have the effect of increasing the purchase price. However, we also believe that opting out of the applicability of Section 203 will increase the

flexibility for our major stockholders to sell a stock interest representing between 15% and 85% in voting power of the voting stock of Hold Co. to a third party, which will encourage those stockholders to support the Reincorporation Proposal. Therefore, we have determined to include in the Hold Co. Charter an election to opt out of the applicability of Section 203.

Certain Other Anti-Takeover, Limited Liability and Indemnification Provisions

The Hold Co. Charter and Hold Co. Bylaws contain provisions that could make more difficult the acquisition of Hold Co. by means of a tender offer, a proxy contest or otherwise, or to remove or replace the Hold Co. management.

Requirements for Advance Notification of Stockholder Nominations and Proposals. The Hold Co. Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Hold Co. Board or one of its committees.

Removal of Directors. The Hold Co. Bylaws provide that a director may be removed, with or without cause, by the holders of at least two-thirds of the shares then entitled to vote at a special meeting called for that purpose.

Number of Directors and Vacancies. The Hold Co. Bylaws permit the number of directors to be fixed by the Hold Co. Board. Any vacancy on the Hold Co. Board may be filled by vote of a majority of the Hold Co. directors then in office.

“Blank Check” Preferred Stock. The Hold Co. Charter authorizes the issuance of “blank check” preferred stock that could be issued by the Hold Co. Board to increase the number of outstanding shares, making a takeover more difficult and expensive.

Amendments to Hold Co. Charter and Hold Co. Bylaws. Any amendment to the Hold Co. Charter requires approval by the Hold Co. Board and a majority of the outstanding shares of Hold Co. common stock. The Hold Co. Bylaws can be amended, rescinded or repealed by the Hold Co. Board, or by approval of the holders of a majority in voting power of the outstanding shares of Hold Co. common stock.

Special Meetings of Stockholders. The Hold Co. Bylaws provide that special meetings of stockholders can be called only by the chairperson of the Hold Co. Board, the chief executive officer or the president (in absence of a chief executive officer), by action of the Hold Co. Board, or by a stockholder or group of stockholders holding collectively 35% of the outstanding shares of Hold Co. common stock.

Actions by Written Consent. The Hold Co. Bylaws permits stockholders to act by written consent (which is also permitted in PPEC Bylaws).

Forum Selection Provision. The Hold Co. Charter provides that unless Hold Co. consents to the selection of an alternative forum, the appropriate state court of the State of Delaware shall be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of Hold Co., (ii) action asserting a claim of breach of a fiduciary duty owed by any director or officer or employee of Hold Co. to Hold Co. or Hold Co.’s stockholders, creditors or other constituents, (iii) action asserting a claim against Hold Co. or any director or officer or employee of Hold Co. arising pursuant to any provision of the DGCL or the Hold Co. Charter or Hold Co. Bylaws, or (iv) action asserting a claim against Hold Co. or any director or officer or employee of Hold Co. governed by the internal affairs doctrine, in each such case subject to the court having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of Hold Co. shall be deemed to have notice of and consented to the forum provisions in the Hold Co. Charter.

Limitation of Director Liability and Indemnification Arrangements with Officers and Directors. Under Delaware law, a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, other than liability for:

The Hold Co. Charter eliminates the personal liability of directors to Hold Co. or its stockholder for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law.

The Hold Co. Charter provides that to the fullest extent permitted by Delaware law, Hold Co. must indemnify any person who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a director or officer of PPEC, or is or was serving or has agreed to serve at the request of Hold Co. as a director, officer, employee or agent of another corporation or other enterprise against costs, charges, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person or on his or her behalf in connection with such action, suit or proceeding.

Upon completion of the Reincorporation, our stockholders will become stockholders of Hold Co., and their rights will be governed by the Delaware General Corporation Law, or “DGCL,” and other applicable Delaware law, the Hold Co. Charter, and the Hold Co. Bylaws.

While there are substantial similarities between Delaware law and Nevada law, as well as between our articles of incorporation, as amended, and amended and restated bylaws (which we refer to as the “PPEC Articles” and “PPEC Bylaws”) and the Hold Co. Charter and the Hold Co. Bylaws, a number of differences do exist. The following is a comparison of the material differences between the rights of PPEC stockholders prior to the Reincorporation and the rights they will have as stockholders of Hold Co. after completion of the Reincorporation. This summary is not intended to be a complete discussion of those material differences, and it is qualified in its entirety by reference to the various documents of PPEC and Hold Co. described in this summary. You should carefully read these documents in their entirety for a more complete understanding of the material differences between your rights as a stockholder of PPEC before the merger and as a stockholder of Hold Co. after the merger.

The following discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), current and proposed Treasury regulations and judicial and administrative decisions and rulings as of the date of this proxy statement/prospectus, all of which are subject to change (possibly with retroactive effect) and all of which are subject to differing interpretation. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or to persons subject to special treatment under U.S. federal income tax laws. In particular, this discussion deals only with stockholders that are (1) U.S. holders and (2) hold PPEC common stock as capital assets within the meaning of section 1221 of the Code (generally, assets held for investment). In addition, this discussion does not address the tax treatment of special classes of stockholders, such as banks, insurance companies, cooperatives, tax-exempt organizations, financial institutions, broker-dealers, persons holding shares of PPEC common stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction, U.S. expatriates, persons subject to the alternative minimum tax, foreign corporations, foreign estates or trusts and persons who are not citizens or residents of the United States for tax purposes. This discussion may not be applicable to holders who acquired PPEC stock pursuant to the exercise of options or warrants or otherwise as compensation.

The discussion set forth below is not intended to be, nor should it be construed to be, legal or tax advice to any particular stockholder. Moreover, the discussion does not address any non-income, foreign, state or local tax consequences or tax return reporting requirements. ACCORDINGLY, ALL HOLDERS OF PPEC COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE REINCORPORATION TO THEIR PARTICULAR SITUATION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

Neither PPEC nor Hold Co. has requested nor will request a private letter ruling from the Internal Revenue Service or an opinion from legal counsel as to the tax consequences of the Reincorporation.

Assuming the Reincorporation constitutes a “reorganization” within the meaning of section 368(a) of the Code and that PPEC and Hold Co. are each a “party to the reorganization” within the meaning of section 368(b) of the Code, the material U.S. federal income tax consequences of the Reincorporation are as follows:

The legality of the shares of Hold Co. common stock to be issued pursuant to the merger will be passed upon for Hold Co. by the Law Office of Douglas M. Berman, PLLC, Dallas, Texas.

The consolidated financial statements of Park Place Energy Corp. as of December 31, 2014 and 2013, and for the years then ended, have been incorporated by reference herein in reliance upon the reports of Whitley Penn LLP, and Saturna Group Chartered Acountants LLP, independent registered public accounting firms, incorporated by reference herein, and upon the authority of said firms as experts in accounting and auditing.

As of the date of this proxy statement/prospectus, we know of no matters that will be presented for consideration at the special meeting other than as described in this proxy statement/prospectus. If, however, other matters are brought before the special meeting, the persons named as proxies will vote in accordance with their judgment on such other matters unless otherwise indicated on the proxy.

PPEC files reports, proxy statements and other information with the SEC. Information filed with the SEC by PPEC can be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.

PPEC’s website address is www.parkplaceenergy.com. The information on its website, however, is not, and should not be deemed to be, a part of this prospectus.

This proxy statement/prospectus and any prospectus supplement are part of a registration statement that Hold Co. filed with the SEC and do not contain all of the information in the registration statement and the accompanying exhibits and schedules in accordance with the rules and regulations of the SEC and we refer you to the omitted information. The statements this proxy statement/prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its website, provided above.

The SEC’s rules allow PPEC to “incorporate by reference” information into this proxy statement/prospectus, which means that PPEC can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement/prospectus, and subsequent information that PPEC files with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

PPEC incorporates by reference its documents listed below and any future filings made by it with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this proxy statement/ prospectus and the termination of the offering of the securities described in this proxy statement/prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

This proxy statement/prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

All reports and other documents PPEC subsequently files pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the special meeting, excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this proxy statement/prospectus and deemed to be part of this proxy statement/prospectus from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this proxy statement/prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning PPEC at the following address:

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this proxy statement/prospectus and any accompanying prospectus supplement.

This AGREEMENT AND PLAN OF MERGER (this “Agreement” ), dated as of July 16, 2015, is among PARK PLACE ENERGY CORP., a Nevada corporation (“PPEC”), PPEC MERGER CORP., a Nevada corporation and an indirect wholly-owned subsidiary of PPEC (“Merger Sub”), and PARK PLACE ENERGY INC., a Delaware corporation and a wholly-owned subsidiary of PPEC and the parent of Merger Sub (“Hold Co.”). PPEC, Merger Sub, and Hold Co. are sometimes collectively referred to as “Parties” and individually referred to as a “Party.”

A. The Board of Directors of PPEC has determined that it would be advisable and in the best interests of PPEC and its shareholders for PPEC to undergo a corporate reorganization under which (i) PPEC would become a wholly-owned subsidiary of a newly formed Delaware corporation, and (ii) the shareholders of PPEC would become shareholders of the newly formed Delaware corporation as a result of the conversion of the shares of PPEC into the same number of shares in the newly formed Delaware corporation.

B. To facilitate such corporate reorganization, prior to execution of this Agreement, PPEC has caused the creation of (i) Hold Co. as a wholly-owned subsidiary of PPEC, and (ii) Merger Sub as a wholly-owned subsidiary of Hold Co.

C. Pursuant to the terms of this Agreement, (i) Merger Sub will merge with and into PPEC, and PPEC will be the surviving corporation and become a wholly-owned subsidiary of Hold Co., and (ii) the shareholders of PPEC will become shareholders of Hold Co.

D. The form, terms and provisions of this Agreement have been authorized, approved and adopted by the Board of Directors of PPEC and the shareholders of Merger Sub and Hold Co.

In consideration of the premises and the mutual agreements and covenants herein contained and in accordance with the applicable provisions of the General Corporation Law of Delaware (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), the Parties agree and covenant as follows:

1.1. Terms and Conditions of Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined below), Merger Sub shall be merged with and into PPEC (the “Merger”). As a result of the Merger, (i) the separate existence of Merger Sub and PPEC shall cease and PPEC shall be the surviving corporation (sometimes referred to as the “Surviving Corporation”); (ii) all capital stock of PPEC shall be converted into capital stock of Hold Co. in accordance with the provisions of Article VI below, such that the shareholders of PPEC before the Merger will become shareholders of Hold Co. immediately following the Merger; and (iii) PPEC shall thereafter continue to be governed by the laws of the State of Nevada and shall be a wholly-owned subsidiary of Hold Co. as a result of Hold Co.’s ownership of all of the issued and outstanding capital stock of Merger Sub immediately prior to the Merger. The Merger shall have the effects specified in the NRS and the DGCL and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of PPEC, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of PPEC, including, without limitation, all outstanding indebtedness of PPEC.

1.2. Effective Time. The date and hour on which the Merger occurs and becomes effective is hereinafter referred to as the “Effective Time.” The Merger shall be effective upon the latest to occur of: (i) the filing of Articles of Merger with the Secretary of State of the State of Nevada in accordance with the relevant provisions of the NRS, and (ii) the filing of a Certificate of Merger with the Secretary of State of Delaware in accordance with the relevant provisions of the DGCL, which shall take place as soon as practicable following the approval and/or adoption, as applicable, of this Agreement by the shareholder and directors of Merger Sub and the requisite shareholders and the directors of PPEC and compliance with Section 14(a) of the Securities Exchange Act of 1934, as amended.

2.1. The Certificate of Incorporation. The certificate of incorporation of PPEC in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.

2.2. The Bylaws. The bylaws of PPEC in effect at the Effective Time shall be the bylaws of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.

3.1. Officers. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

3.2. Directors. The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

4.1. The Certificate of Incorporation. The certificate of incorporation of Hold Co. in effect at the Effective Time, a copy of which is attached hereto as Exhibit A, shall be the certificate of incorporation of Hold Co. until amended in accordance with the provisions provided therein or applicable law.

4.2. The Bylaws. The bylaws of Hold Co. in effect at the Effective Time shall be replaced with a new set of bylaws, the form and substance of which are attached thereto as Exhibit B, until amended in accordance with the provisions provided therein or applicable law.

5.1. Officers. The officers of PPEC immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of Hold Co., until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

5.2. Directors. The directors of PPEC immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of Hold Co., until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

6.1. Effect of Merger on PPEC Stock. At the Effective Time, as a result of the Merger and without any action on the part of PPEC, Merger Sub, Hold Co. or the shareholders of any of them:

(a) Each share of common stock of PPEC (the “PPEC Common Stock”) outstanding immediately prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters’ rights as provided in paragraph (d) of this section) shall be automatically converted (without the surrender of stock certificates or any other action) into one fully paid and non-assessable share of common stock (the “Hold Co. Common Stock”) of Hold Co. (the “Merger Consideration”), and all PPEC Common Stock shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of PPEC Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the rights set forth in Section 6.2. The right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

(b) Each option, warrant or restricted stock unit (“RSU”) of PPEC issued and outstanding immediately prior to the Effective Time shall (i) be automatically converted into an identical security of Hold Co. (including, without limitation, the same exercise price, vesting conditions and expiration date) and (ii) immediately following the Effective Time, represent the right to acquire the number of shares of Hold Co. Common Stock that is equal to the number of shares of PPEC Common Stock acquirable upon the exercise or vesting of such option, warrant or RSU immediately prior to the Effective Time. The same number of shares of Hold Co. Common Stock shall be reserved for purposes of the exercise or vesting of such options, warrants or RSUs as is equal to the number of shares of PPEC Common Stock so reserved immediately prior to the Effective Time.

(c) PPEC’s stock option and equity incentive plans existing immediately prior to the Effective Time shall be automatically assumed and continued as plans of Hold Co. after the Merger.

(d) Each share of Hold Co. Common Stock owned by PPEC outstanding immediately prior to the Effective Time shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

(e) Each share of Merger Sub capital stock outstanding immediately prior to the Effective Time shall be converted into the same number of shares of common stock of the Surviving Corporation and, as such, shall remain outstanding and shall be owned by Hold Co.

(f) Any holder of shares of PPEC Common Stock who perfects his or her dissenters’ rights in accordance with and as contemplated by NRS 92A.300 to 92A.500 shall be entitled to receive the fair value of such shares in cash as determined pursuant to Sections 92A.300 to 92A.500 of the NRS; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NRS.

6.2. Certificates. At and after the Effective Time, all of the outstanding Certificates shall be deemed for all purposes to evidence ownership of and to represent the respective Hold Co. Common Stock into which the shares of PPEC Common Stock represented by such Certificates have been converted as herein provided and shall be so registered on the books and records of Hold Co. or its transfer agent. The registered owner of any such outstanding Certificate shall, until such Certificate shall have been surrendered for transfer or otherwise accounted for to Hold Co. or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Hold Co. Common Stock, as the case may be, evidenced by such outstanding Certificate, as above provided.

6.3. Other Securities Agreements. At and after the Effective Time, all of the outstanding agreements of PPEC that immediately prior to the Effective Time represent any option, warrant or RSU of PPEC shall be deemed for all purposes to evidence ownership of and to represent the respective Hold Co. options, warrants, or

RSUs, as the case may be, into which the options, warrants or RSUs of PPEC represented by such agreements have been converted as herein provided and shall be so registered on the books and records of Hold Co. or its transfer agent. The registered owner of any such outstanding agreement shall have and be entitled to exercise any rights with respect to the options, warrants, or RSUs of Hold Co., as the case may be, evidenced by such outstanding agreement, as above provided.

7.1 Conditions Precedent. The respective obligation of each Party to effect the Merger is subject to the satisfaction of each of the following conditions, or waiver thereof by mutual agreement of the Parties:

(a) The registration statement on Form S-4 filed with the Securities and Exchange Commission by Hold Co. in connection with the issuance of shares of Hold Co. Common Stock in the Merger shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceedings seeking a stop order.

(b) The receipt by PPEC of approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least a majority of all issued and outstanding shares of PPEC Common Stock.

(c) The receipt by PPEC of approval by PPEC stockholders of the assumption by Hold Co. of (i) PPEC’s 2013 Long-Term Equity Incentive Plan (including the existing share reserves under the plan, (ii) PPEC’s 2011 Stock Option Plan (including the existing share reserves under the plan), and all the outstanding equity awards under both plans, and (iii) PPEC’s outstanding warrants, which approval requires that the number of votes cast in favor of such proposal exceeds the number of votes cast in opposition to it.

(d) No court or governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect and has a material adverse effect on PPEC or enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement and no judicial or administrative proceeding that seeks any such result shall continue to be pending.

(e) All required approvals, licenses and certifications from, and notifications and filings to, governmental entities and non-governmental third parties shall have been obtained or made, as applicable.

(f) Hold Co. shall have been admitted to the OTCQB tier of the OTC Markets and the shares of Hold Co. Common Stock issuable in the Merger pursuant to Article VI and such other shares to be reserved for issuance in connection with the Merger shall have been listed or admitted for quotation on the OTCQB tier of the OTC Markets, subject only to official notice of issuance.

(g) PPEC shall have not received valid written notice of dissent pursuant to Sections 92A.300 to 92A.500 of the NRS with respect to more than 2.5% of the outstanding shares of PPEC Common Stock, which notices of dissent have not been waived or otherwise lost as of the Effective Time pursuant to Sections 92A.300 to 92A.500 of the NRS.

8.1. Termination. This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Agreement by the shareholders of PPEC, if the Board of Directors of PPEC determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of PPEC and its shareholders. In the event of the termination and abandonment of this Agreement, this Agreement shall become null and void and have no effect, without any liability on the part of PPEC, Merger Sub or Hold Co., or any of their respective shareholders, directors or officers.

9.1. Modification or Amendment. Subject to the provisions of applicable law, at any time prior to the Effective Time, the Parties may modify or amend this Agreement; provided, however, that an amendment made subsequent to the approval of this Agreement and the Merger by the requisite shareholders of PPEC shall not (i) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of PPEC Common Stock or other securities of PPEC or (ii) alter or change any of the terms or conditions of this Agreement if such alteration or change would materially and adversely affect PPEC or the holders of PPEC Common Stock, or (iii) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger.

9.2. Abandonment. At any time before the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or the Articles of Merger with the Secretary of State of the State of Nevada, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either PPEC or Hold Co., or both, notwithstanding the approval of this Agreement by the stockholders of PPEC or by the sole stockholder of Hold Co., or by both.

9.2. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.3. Governing Law. Except as otherwise required by the NRS, this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

9.4. Entire Agreement This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.

9.5. No Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder.

9.6. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is determined by any court or other authority of competent jurisdiction to be invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

9.7. Headings. The headings therein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

This Agreement has been executed and delivered by the authorized officers of the Parties as of the date first written above.

The name of the corporation is Park Place Energy Inc. (the “Corporation”).

The address of the registered office in the State of Delaware is 1675 S. State Street, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Services Inc.

A. Purposes. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

B. Stockholder Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

A. Authorized Capital Stock. The aggregate number of shares of all classes of stock the Corporation shall have authority to issue is 260,000,000 shares, consisting of: (i) 250,000,000 shares of common stock, par value $.00001 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $.00001 per share (the “Preferred Stock”). Shares of any class of capital stock of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine. Each share of Common Stock shall be entitled to one vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or the DGCL.

B. Preferred Stock. The Preferred Stock may be divided into and issued from time to time in one or more series as may be fixed and determined by the Board of Directors. The relative rights and preferences of the Preferred Stock of each series shall be such as shall be stated in any resolution or resolutions adopted by the Board of Directors setting forth the designation of the series and fixing and determining the relative rights and preferences thereof (a “Directors’ Resolution”). The Board of Directors is hereby authorized to fix and determine the powers, designations, preferences and relative, participating, optional or other rights, including,

without limitation, voting powers, full or limited, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into Common Stock, Preferred Stock of any series or other securities, any right of the Corporation to exchange or convert shares into Common Stock, Preferred Stock of any series or other securities, or redemption provision or sinking fund provisions, as between series and as between the Preferred Stock or any series thereof and the Common Stock, and the qualifications, limitations or restrictions thereof, if any, all as shall be stated in a Directors’ Resolution, and the shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in the Directors’ Resolution. Except where otherwise set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors. The shares of Preferred Stock of any one series shall be identical with the other shares in the same series in all respects except as to the dates from and after which dividend thereon shall cumulate, if cumulative.

C. Reacquired Shares of Preferred Stock. Shares of any series of any Preferred Stock that have been redeemed (whether through the operation of a sinking fund or otherwise), purchased by the Corporation, or that, if convertible or exchangeable, have been converted into, or exchanged for, shares of stock of any other class or classes or any evidences of indebtedness shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock and to any filing required by law.

D. Increase in Authorized Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote without the separate vote of holders of Preferred Stock as a class.

No stockholder shall be entitled, as a matter of right, to subscribe for or acquire additional, unissued or treasury shares of any class of capital stock of the Corporation whether now or hereafter authorized, or any bonds, debentures or other securities convertible into, or carrying a right to subscribe to or acquire such shares, but any shares or other securities convertible into, or carrying a right to subscribe to or acquire such shares may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

At each election of directors, every stockholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. No stockholder shall have the right to cumulate his votes in any election of directors.

A. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the authority and powers conferred upon the Board of Directors by the DGCL or by the other provisions of this Certificate of Incorporation, the Board of Directors is hereby authorized and

empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the Bylaws of the Corporation (the “Bylaws”); provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation, or any amendments thereto, shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted.

B. Number, Election and Terms. The number of directors that shall constitute the whole Board of Directors shall be fixed from time to time by the members of the Board of Directors then in office. Each director shall hold office until the next annual meeting of stockholders and shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Election of directors need not be by written ballot.

C. Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, or adopt new Bylaws, without any action on the part of the stockholders, except as may be otherwise provided by applicable law or the Bylaws.

D. Special Meetings of Stockholders. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Board of Directors, the chairperson of the Board of Directors, the chief executive officer or the president (in the absence of a chief executive officer), or by a stockholder or group of stockholders holding collectively 35% of the outstanding shares of the common stock of the Corporation, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of meeting.

A. Mandatory Indemnification. Each person who at any time is or was a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, whether the basis of a Proceeding is an alleged action in such person’s official capacity or in another capacity while holding such office, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, or any other applicable law as may from time to time be in effect (but, in the case of any amendment to such law or enactment of new law, only to the extent that such amendment or enactment permits the Corporation to provide broader indemnification rights than such law prior to such amendment or enactment permitted the Corporation to provide), against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with a Proceeding, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation or a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. The Corporation’s obligations under this Section A include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification.

B. Advancement of Expenses. Expenses incurred by a director or officer of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding to the fullest extent permitted by, and only in compliance with, the DGCL or any other applicable laws as may from time to time be in effect, including, without limitation, any provision of the DGCL that requires, as a condition precedent

to such expense advancement, the delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section A of this Article IX or otherwise. If the DGCL or any other applicable laws require repayment of any amounts so advanced, such repayments shall be upon such terms and conditions, if any, as the Board of Directors deems appropriate.

C. Vesting. The Corporation’s obligation to indemnify and to prepay expenses under Sections A and B of this Article IX shall arise, and all rights granted to the Corporation’s directors and officers or other persons hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws, no action taken by the Corporation, either by amendment of this Certificate of Incorporation or the Bylaws or otherwise, shall diminish or adversely affect any rights to indemnification or repayment of expenses granted under Sections A and B of this Article IX that shall have become vested as aforesaid prior to the date that such amendment or other corporate action is effective or taken, whichever is later.

D. Enforcement. If a claim under Section A or Section B or both Sections A and B of this Article IX is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit in a court of competent jurisdiction against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including attorney’s fees. It shall be a defense to any such suit (other than a suit brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the DGCL or other applicable law to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such suit as to whether indemnification is proper in the circumstances based upon the applicable standard of conduct set forth in the DGCL or other applicable law shall neither be a defense to the action nor create a presumption that the claimant has not met the applicable standard of conduct. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

E. Nonexclusive. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, other provisions of this Certificate of Incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

F. Permissive Indemnification. The rights of indemnification and prepayment of expenses that are conferred by Sections A and B of this Article IX may be conferred upon any employee, consultant or agent of the Corporation if, and to the extent, authorized by the Board for Directors.

G. Insurance. The Corporation shall have power to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, consultant or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the provisions of this Article IX, the Bylaws, the DGCL or other applicable law.

H. Implementing Arrangements. Without limiting the power of the Corporation to procure or maintain insurance or other arrangement on behalf of any of the persons as described in Section G of this Article IX, the Corporation may, for the benefit of persons eligible for indemnification by the Corporation, (i) create a trust fund, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (iv) establish a letter of credit, guaranty or surety arrangement.

I. Determination of Entitlement to Indemnification. Any indemnification required or permitted pursuant to this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the present or former director, officer, employee, agent or other person is proper in the circumstances because he has met all applicable standards of conduct set forth in this Article IX and Section 145 of the DGCL or in any separate indemnification agreement between the Corporation and any such director, officer, employee, agent or other person. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such Proceeding even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. Such determination shall be made, with respect to any person who is not a director or officer at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

A. No director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article X shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, as it may hereafter be amended from time to time, or (iv) for any transaction from which the director derived and improper personal benefit.

B. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment to or repeal of this Article X will apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal.

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any director or officer or employee of the Corporation arising pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws (in each case, as they may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or

employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

A. Changes. The Corporation reserves the right to restate this Certificate of Incorporation and to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors, and officers are subject to this reserved power.

B. Incorporator. The name and mailing address of the incorporator is Francis M. Munchinski, 2200 Ross Avenue, Suite 4500E, Dallas, Texas 75201.

THE UNDERSIGNED, being the sole incorporator, for the purpose of forming a corporation pursuant to the DGCL and the Acts amendatory thereof and supplemental thereto, does make and file this Certificate of Incorporation, hereby declaring and certifying that the facts stated herein are true, and accordingly hereunto has set my hand and seal this June 19, 2015.

The registered office of Park Place Energy Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “certificate of incorporation”).

The Corporation’s board of directors (the “Board”) may at any time establish other offices at any place or places where the Corporation is qualified to do business.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 may be transacted.

A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board (if one has been appointed), chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Corporation and specified in the notice of meeting given by or at the direction of the Board, (ii) brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is

proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.4 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Section 2.3 of these bylaws. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 of these bylaws.

(b) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Corporation (the “Secretary”) and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date or (y) with respect to the first annual meeting held after , 2015 [date that is 120 days after cert of incorp is filed], notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(i) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, without limitation, if applicable, the name and address that appear on the Corporation’s books and records) and (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(ii) As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including, without limitation, due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the Corporation (“Synthetic Equity Interests”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are

required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including, without limitation, any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“Short Interests”), (D) any rights to dividends on the shares of any class or series of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (E) any performance related fees (other than an asset-based fee) to which such Proposing Person is entitled, based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any Synthetic Equity Interests or Short Interests, if any, (F)(x) if such Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Person responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, and (y) if such Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, (G) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Persons, (H) any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) any pending or threatened litigation in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material transaction occurring during the prior twelve (12) months between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (K) a summary of any material discussions regarding the business proposed to be brought before the meeting (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series of the Corporation (including, without limitation, their names) and (L) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (L) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

(iii) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including, without limitation, the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including, without limitation, their names) in connection with the proposal of such business by such stockholder, (D) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, (E) a representation whether the Proposing Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (2) otherwise to solicit proxies or votes from stockholders in support of such proposal and (F) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.

(d) For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder or beneficial owner, and (iv) any other person with whom such stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

(e) For purposes of these bylaws, a person shall be deemed to be “Acting in Concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (i) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes, and (ii) at least one additional factor suggests that such persons intend to act in concert or in parallel, which additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, the Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(f) A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for determining stockholders entitled to notice of the annual meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled

to notice of the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(g) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 2.4 or Section 2.5. The presiding officer of an annual meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(h) The foregoing notice requirements of this Section 2.4 shall be deemed satisfied by a stockholder with respect to business other than a nomination of a person or persons for election to the Board if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(i) For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(j) Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the annual meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual meeting.

(a) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including, without limitation, by any committee or persons appointed by the Board, or (ii) by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

(b) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (i) provide Timely Notice (as defined in Section 2.4(b)) thereof in writing and in proper form to the Secretary, and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a person or persons for

election to the Board at such special meeting, the stockholder must (i) provide timely notice thereof in writing and in proper form to the Secretary at the principal executive offices of the Corporation, and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4(i)) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(i) As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(c)(i)) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(i);

(ii) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(c)(ii), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the disclosure in clause (L) of Section 2.4(c)(ii) shall be made with respect to the election of directors at the meeting);

(iii) As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including, without limitation, such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in Section 2.4(e)), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), (D) a representation that the Nominating Person is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (E) a representation whether the Nominating Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (2) otherwise to solicit proxies or votes from stockholders in support of such nomination and (F) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(g); and

(iv) The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with the requirements of any applicable rules of the Securities and Exchange Commission and any applicable policies or guidelines adopted by the Board, or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

(d) For purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.

(e) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for determining stockholders entitled to notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled to notice of the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f) Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 2.5. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded.

(g) To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.5) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in form provided by the Secretary upon written request) that such proposed nominee (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (iii) in such proposed nominee’s individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(h) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(i) Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present the proposed nomination, such proposed nomination shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.5, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager

or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting.

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. The notice shall specify the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

(a) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Corporation’s records; or

An affidavit of the Secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants, and the number of any such questions or comments from each participant. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

At all duly called or convened meetings of stockholders, at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, all other elections and questions presented to the stockholders at a duly called or convened meeting, at which a quorum is present, shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the meeting by the holders entitled to vote thereon.

(a) Any action required by the DGCL, the certificate of incorporation or these bylaws to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, if:

(i) In advance of action, the Board shall determine that the action may be taken by consent of the stockholders and the Corporation provides written notice to the stockholders of the action to be taken; and

(ii) A consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its principal place of business.

(b) If the action taken pursuant to paragraph (a) of this section is to elect directors and such written consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

(c) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its principal place of business. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made, and, for the purposes of this section, if evidence of such instruction or provision is provided to the Corporation, such later effective time shall serve as the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

(d) Any electronic transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the electronic transmission was transmitted by the stockholder, member or proxyholder or by a person or persons authorized to act for the stockholder, member or proxyholder and (B) the date on which such stockholder, member or proxyholder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation by delivery to the address designated by the Board or the officers of the Corporation in the notice of the action to be taken by consent.

(e) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(f) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. In the event that the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with this section.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining

the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board that the action may be taken by consent of the stockholders.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of any means of electronic transmission that sets forth or is submitted with information from which it can be determined that the means of electronic transmission was authorized by the stockholder.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the date of the meeting), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to

the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to the identity of the stockholders entitled to vote in person or by proxy and the number of shares held by each of them, and as to the stockholders entitled to examine the list of stockholders.

Any previously scheduled annual or special meeting of the stockholders may be postponed, and any previously scheduled annual or special meeting of the stockholders may be canceled, by resolution of the Board upon public notice given prior to the time previously scheduled for such meeting.

Before any meeting of stockholders, the Board may, but need not, appoint an inspector or inspectors of election to act at the meeting or its adjournment or postponement and make a written report thereof. If an inspector or inspectors are not so appointed, the chairperson of the meeting may, but need not, appoint one or more inspectors. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Such inspectors shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Subject to the provisions of the DGCL and any limitations in the certificate of incorporation relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Except as provided in Section 3.4, each director, including, without limitation, a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of

the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board shall be deemed to exist under these bylaws in the case of the death, removal or resignation of any director.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

If the notice is (a) delivered personally by hand, by courier or by telephone, (b) sent by facsimile or (c) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board pursuant to Section 3.2 shall constitute a quorum of the Board for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

Subject to the rights of the holders of the shares of any series of Preferred Stock, the Board or any individual director may be removed from office only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the Corporation.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3, subject to the rights, if any, of an officer under any contract of employment.

The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.

The chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the chief financial officer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books and other records.

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the certificate of incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by,

or in the name of the Corporation by the chairperson or vice chairperson of the Board, or the president or vice president, and by the treasurer or an assistant treasurer, or the Secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond or other assurance sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. Unless otherwise indicated, all references in these bylaws to a Section or Sections are to the section or sections of these bylaws.

The Board, subject to any restrictions contained in either (a) the DGCL or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(b) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(c) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of

notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and

(b) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and

(d) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

For the purposes of these bylaws, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

The rights of directors, officers and other persons to indemnification and advancement of expenses shall be as provided in the certificate of incorporation or in any separate indemnification agreement between the Corporation and any such director, officer or other person.

Subject to the provisions of the certificate of incorporation, the Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the certificate of incorporation, such action by stockholders shall require the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meanings ascribed to them in those sections.

NRS 92A.305 “Beneficial stockholder” defined. “Beneficial stockholder” means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record.

NRS 92A.310 “Corporate action” defined. “Corporate action” means the action of a domestic corporation.

NRS 92A.315 “Dissenter” defined. “Dissenter” means a stockholder who is entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercises that right when and in the manner required by NRS 92A.400 to 92A.480, inclusive.

NRS 92A.320 “Fair value” defined. “Fair value,” with respect to a dissenter’s shares, means the value of the shares determined:

NRS 92A.325 “Stockholder” defined. “Stockholder” means a stockholder of record or a beneficial stockholder of a domestic corporation.

NRS 92A.330 “Stockholder of record” defined. “Stockholder of record” means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee’s certificate on file with the domestic corporation.

NRS 92A.335 “Subject corporation” defined. “Subject corporation” means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter’s rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective.

NRS 92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the effective date of the action until the date of payment, at the rate of interest most recently established pursuant to NRS 99.040.

NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or

limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity.

NRS 92A.360 Rights of dissenting member of domestic limited-liability company. The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity.

NRS 92A.380 Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

(1) If approval by the stockholders is required for the merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the plan of merger; or

(2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180.

(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007, 2438; 2009, 1721; 2011, 2814)

NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

(Added to NRS by 1995, 2089; A 1999, 1631; 2005, 2204; 2009, 1723; [2013, SB 441])

NRS 92A.430 Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.

NRS 92A.440 Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process.

NRS 92A.450 Uncertificated shares: Authority to restrict transfer after demand for payment. The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.

NRS 92A.470 Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements.

NRS 92A.480 Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.

NRS 92A.490 Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

(Added to NRS by 1995, 2091; A 2007, 2705; 2009, 1727; 2011, 2815; [2013, SB 441])

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”).

As permitted by the Delaware General Corporation Law, the Hold Co. Charter contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

As permitted by the Delaware General Corporation Law, the Hold Co. Charter provides that:

A list of exhibits filed with this registration statement on Form S-4 is set forth on the Exhibit Index and is incorporated herein by reference.

(a) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(c) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(d) That every prospectus: (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 21 day of July, 2015.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott C. Larsen and Francis M. Munchinski, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.



Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, par value $0.00001 per share	60,539,629	$0.14	$8,475,548.06	$984.86


ADDITIONAL INFORMATION			1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			1

QUESTIONS AND ANSWERS			2

SUMMARY			7

RISK FACTORS			12

THE REINCORPORATION PROPOSAL			14

INCENTIVE PLAN PROPOSAL			21

PROPOSAL TO ADJOURN THE SPECIAL MEETING			26

THE SPECIAL MEETING			27

DESCRIPTION OF HOLDINGS CAPITAL STOCK			31

COMPARISON OF STOCKHOLDER RIGHTS BEFORE AND AFTER THE REINCORPORATION			35

MATERIAL U.S. FEDERAL TAX CONSEQUENCES			43

LEGAL MATTERS			45

EXPERTS			45

OTHER BUSINESS			45

WHERE YOU CAN FIND ADDITIONAL INFORMATION			46

ANNEX A AGREEMENT AND PLAN OF MERGER			A-1

ANNEX B CERTIFICATE OF INCORPORATION OF PARK PLACE ENERGY INC.			B-1

ANNEX C AMENDED AND RESTATED BYLAWS OF PARK PLACE ENERGY INC.			C-1

ANNEX D NEVADA DISSENTERS’ RIGHTS STATUTE			D-1


	PPEC	Hold Co.
Removal of Directors	Under Nevada law, directors may be removed from office by a two-thirds stockholder vote, or if provided for in the articles of incorporation, by the vote of a larger percentage of shares. However, if a corporation’s articles of incorporation provide for cumulative voting to elect directors, such directors may not be removed other than by a vote or a sufficient number of shares to have prevented their election in the first instance.	Under Delaware law, directors may be removed from office by a majority stockholder vote and in the case of corporations with classified boards, stockholders may effect such removal only for cause. However, if a corporation’s articles of incorporation provide for cumulative voting to elect directors, such directors may not be removed other than by a vote or a sufficient number of shares to have prevented their election in the first instance.

	The PPEC Bylaws provide that any director may be removed, with or without cause, by the affirmative vote of stockholders of record holding at least a majority of the outstanding shares then entitled to vote at an election of directors at a special meeting called for that purpose, or by the affirmative and unanimous vote of the directors, with the exception of the vote of the director to be removed.	The Hold Co. Bylaws provide that any director may be removed, with or without cause, by the affirmative vote of stockholders of record holding in the aggregate at least two-thirds in voting power of the outstanding shares at a special meeting called for that purpose.

Proxy	Under Nevada law, at any meeting of the stockholders of a corporation, a stockholder may designate another person to act as a proxy. A proxy is effective only for a period of six months unless the stockholder specifies a different term, which cannot exceed seven years. A proxy may be irrevocable if it is coupled with an interest.	Under Delaware law, at any meeting of the stockholders of a corporation, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy may be irrevocable if it is coupled with an interest.


	PPEC	Hold Co.
	The PPEC Bylaws provide that no proxy shall be valid after the expiration of six months from its date of execution, unless otherwise provided in the proxy.	The Hold Co. Bylaws provide that no proxy shall be valid after the expiration of three years from its date of execution, unless otherwise provided in the proxy.

Dividends	Under Nevada law, the PPEC Board may make distributions to stockholders, unless otherwise provided in the articles of incorporation. However, no distribution may be made if it would cause: • the corporation to be unable to pay its debts as they become due; or • except as otherwise specifically allowed by the articles of incorporation, the corporation’s assets to be less than the sum of its liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential stockholders whose rights are superior to those receiving the distribution.	Under Delaware law, a corporation may pay dividends out of surplus or net profits for the current or preceding fiscal year, provided that the capital of the corporation is not less than the aggregate liquidation preference of the corporation’s outstanding stock having a preference upon distribution of assets.

Limitation of Personal Liability of Directors and Officers	Under Nevada law and the PPEC Articles, a director or officer is not individually liable to PPEC or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: • The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and • The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.	Under Delaware law, a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, other than liability for: • any breach of the director’s duty of loyalty, • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, • certain unlawful dividend payments or stock redemptions or repurchases, or • any transaction for which the director derives an improper personal benefit. The Hold Co. Charter eliminates the personal liability of directors to the corporation or its stockholder for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law.


Scott C. Larsen	—	Chief Executive Officer and President
Chas Michel	—	Chief Financial Officer


	PPEC	Hold Co.
Transactions Between the Corporation and Directors and Officers	Under Nevada law, a contract or other transaction is not void or voidable solely because the contract or transaction is between a corporation and one or more of its directors or officers or another corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested if: • the fact of the common directorship, office or financial interest is known to the board of directors or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors, • the fact of the common directorship, office or financial interest is known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power, • the fact of the common directorship, office or financial interest is not known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action, or • the contract or transaction is fair as to the corporation at the time it is authorized or approved.	Delaware law provides that contracts or transactions between a corporation and one or more of its officers or directors or an entity in which they have an interest are not void or voidable solely because of such interest or the participation of the director or officer in a meeting of the board or a committee that authorizes the contract or transaction if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board or the committee, and the board or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of disinterested directors; (ii) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the stockholders; or (iii) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders.

Appraisal Rights	Nevada law provides that stockholders have the right to dissent and instead demand payment of the fair value of their shares in the event of: • a merger, if approval by the stockholders is required or if the Nevada corporation is a subsidiary and is merged with its parent, • a plan of conversion in which the Nevada corporation’s securities will be converted,	Delaware law provides that stockholders have the right to dissent and instead demand payment of the fair cash value of their shares in the event of: • most types of mergers, other than a merger between a parent and a wholly-owned subsidiary, or • if provided for in the certificate of incorporation, an amendment to the certificate of incorporation, any merger or consolidation to which the corporation is a constituent


	PPEC	Hold Co.

	• a plan of exchange in which the Nevada corporation’s securities will be acquired, or • any corporate action taken pursuant to a vote of the stockholders, if the articles of incorporation, bylaws or a board resolution provides for dissenters’ rights. Unless a corporation’s articles of incorporation provide otherwise, there is no right of dissent with respect to a plan of merger, conversion or exchange in favor of stockholders of any class or series which is: • a covered security under section 18(b)(1)(A) or (B) of the Securities Act, • traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares, or • issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and which may be redeemed at the option of the holder at net asset value. However, this exception does not apply if the stockholders receive in exchange for their shares anything other than cash, shares or other proprietary interest of another entity. The shares or proprietary interest must be of the surviving corporation or of another entity that is publicly listed or held by more than 2,000 stockholders.	corporation or the sale of all or substantially all of the assets of the corporation. Delaware law contains a similar exception to appraisal rights with respect to a merger or consolidation by a corporation with shares either listed on an exchange, designated as a national market system security or held by at least 2,000 stockholders of record. However, this exception does not apply if the stockholders receive in exchange for their shares anything other than cash in lieu of fractional shares, shares, or a combination of the foregoing. In each case, the shares must be of the surviving corporation or of another corporation that are publicly listed or held by more than 2,000 stockholders.

Certain Business Combination Restrictions	Nevada law prohibits certain “combinations” between a corporation and an “interested stockholder” for a period of two years following the time	Upon completion of the Reincorporation, Hold Co. will not be governed by the provisions of Section 203 of the DGCL regulating corporate takeovers. This


		PPEC		Hold Co.

		that the stockholder became an interested stockholder unless: • the combination or the transaction by which the person first became an interested stockholder is approved by the corporation’s board before the person first became an interested stockholder; or • the combination is approved by the corporation’s board and is thereafter approved by its stockholders at an annual or special meeting by the affirmative vote of holders of at least sixty percent of its outstanding voting stock not beneficially owned by the interested stockholder or its affiliates or associates. The corporation is also prohibited from engaging in any combination with any interested stockholder after the expiration of the two year period unless either: • the combination or the transaction by which the person first became an interested stockholder is approved by our the PPEC Board before the person first became an interested stockholder; or • the combination is approved by the corporation’s stockholders at an annual or special meeting held no earlier than two years after the date the person first became an interested stockholder by the affirmative vote of holders of a majority of outstanding voting stock not beneficially owned by the interested stockholder or its affiliates or associates; or • the consideration received by stockholders satisfies certain minimum valuation and other criteria, and after the date the person became an interested stockholder and before completing the combination, the interested stockholder has not become the beneficial owner of any additional voting shares, subject to exceptions.		section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation’s assets, with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless: • the transaction is approved by the Hold Co. Board prior to the time that the interested stockholder became an interested stockholder; • upon consummation of the transaction which resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding stock owned by directors who are also officers of the corporation; or • subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the Hold Co. Board and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. Hold Co. has opted out of these provisions.


	PPEC	Hold Co.

	A “combination” includes a number of transactions, such as (i) a merger or consolidation of the corporation or its subsidiaries with the interested stockholder or certain related entities, (ii) a disposition of assets to the interested stockholder or certain related entities having a threshold market value; (iii) certain share issuance having a threshold market value; (iv) the adoption of a liquidation or dissolution plan or proposal; (iv) certain reclassifications, recapitalizations and similar transactions; and (v) the receipt by the interested stockholder or certain related entities of any financial assistance or tax advantage, unless proportionately received as a stockholder. A corporation may expressly exclude itself from application of the foregoing business combination provisions of Nevada law. PPEC has excluded itself from the application of these provisions.

Control Share Acquisition Statute	PPEC is subject to Nevada’s control share acquisition statute, which restricts voting rights of an “acquiring person” that acquires a “controlling interest” in Nevada corporations to which the statute applies. The statute provides that an acquiring person and its associates obtain only those voting rights in their “control shares” as are conferred by stockholder resolution at an annual or special meeting. The resolution must be approved by both a majority of the voting power of the corporation, and a majority of each class or series for which the acquisition of control shares would adversely alter or change any preference or right. If the control shares are afforded full voting rights and the acquiring person has acquired at least a majority of the voting power, stockholders who have not voted in favor of the voting rights may dissent in accordance with Nevada law and obtain payment of the fair value of their shares. An “acquiring person” means any person who, individually or in association with others, acquires or offers to acquire,	There is no control share acquisition statute under Delaware law.


	PPEC	Hold Co.
	directly or indirectly, a controlling interest in PPEC. A “controlling interest” is the ownership of voting shares sufficient to enable the acquiring person to exercise: (a) one-fifth or more but less than one-third, (b) one-third or more but less than a majority, or (c) a majority or more, of the voting power of PPEC. “Control shares” means outstanding voting shares of PPEC that an acquiring person and its associates acquire or offer to acquire in connection with obtaining a controlling interest, and acquire within ninety days preceding the date of becoming an acquiring person. A corporation may expressly exclude itself from application of the foregoing control share acquisition statute. PPEC has excluded itself from the application of such statute.

Constituency Provision	PPEC is subject to Nevada’s constituency statute, which provides that in exercising their respective powers with a view to the interests of the corporation, officers and directors may consider the following: • the interests of the corporation’s employees, suppliers, creditors and customers; • the economy of the state and nation; • the interests of the community and of society; and • the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. Officers and directors are not required to consider the effect of a proposed corporate action upon any particular group having an interest in the corporation as a dominant factor.	Delaware Law does not contain a similar “constituency” provision.


	PPEC	Hold Co.
Forum Selection Provision	Neither the PPEC Articles nor PPEC Bylaws contains a forum selection provision.	The Hold Co. Charter provides that unless Hold Co. consents to the selection of an alternative forum, the appropriate state court of the State of Delaware shall be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of Hold Co., (ii) action asserting a claim of breach of a fiduciary duty owed by any director or officer or employee of Hold Co. to Hold Co. or Hold Co.’s stockholders, creditors or other constituents, (iii) action asserting a claim against Hold Co. or any director or officer or employee of Hold Co. arising pursuant to any provision of the DGCL or the Hold Co. Charter or Hold Co. Bylaws, or (iv) action asserting a claim against Hold Co. or any director or officer or employee of Hold Co. governed by the internal affairs doctrine, in each such case subject to the appropriate state court having personal jurisdiction over the indispensable parties named as defendants therein.

Inspection Rights	Under Nevada law, any stockholder who owns at least 15% of the outstanding shares of the corporation’s capital stock or has been authorized in writing by the holders of at least 15% of all its issued and outstanding shares may inspect, copy and audit the books of account and all financial records of the corporation. These rights may be denied if such inspection, copies or audit is desired for any purpose not related to the stockholder’s interest in the corporation as a stockholder.	Under Delaware law, any stockholder of record has the right to inspect and copy the books and records of the corporation for a proper purpose. A “proper purpose” means a purpose reasonably related to such person’s interest as a stockholder.


PARK PLACE ENERGY CORP.,
A NEVADA CORPORATION

By:		/s/ Scott C. Larsen
Name:		Scott C. Larsen
Title:		President and Chief Executive Officer


PPEC MERGER CORP.,
A NEVADA CORPORATION

By:		/s/ Scott C. Larsen
Name:		Scott C. Larsen
Title:		President


PARK PLACE ENERGY INC.,
A DELAWARE CORPORATION

By:		/s/ Scott C. Larsen
Name:		Scott C. Larsen
Title:		President


PARK PLACE ENERGY INC.

By:		/s/ Scott C. Larsen
		Scott C. Larsen
		President


SIGNATURE	TITLE	DATE

/s/ Scott C. Larsen Scott C. Larsen	President and Director (Principal Executive Officer)	July 21, 2015

/s/ Francis M. Munchinski Francis M. Munchinski	Secretary, Treasurer and Director (Principal Accounting and Financial Officer)	July 21, 2015


Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated as of July 16, 2015, by and among Park Place Energy Corp., Park Place Energy Inc. (the “Registrant”), and PPEC Merger Corp. (included as Annex A to the proxy statement/prospectus that is part of this Registration Statement)

3.1*		Form of Amended and Restated Certificate of Incorporation of the Registrant (included as Annex B to the proxy statement/prospectus that is part of this Registration Statement)

3.2*		Form of Amended and Restated Bylaws of the Registrant (included as Annex C to the proxy statement/prospectus that is part of this Registration Statement)

4.1†		Form of Stock Certificate for Common Stock of the Registrant

5.1†		Form of Opinion of Law Office of Douglas M. Berman, PLLC as to legality of the securities being issued

21.1*		Subsidiaries of the Registrant

23.1†		Consent of Whitley Penn LLP, independent registered public accounting firm

23.2†		Consent of Saturna Group Chartered Accountants LLP, independent registered public accounting firm

23.3†		Consent of Law Office of Douglas M. Berman, PLLC (included in Exhibit 5.1)

99.1*		Form of Proxy Card